HomeMy WebLinkAbout14-41FOR OFFICE U~~ qNL Y
CASE NO.: +I-~....,·.-~-+~ '--r--
DATE SUBMITTED:E~\q' /'3
TIME: a~:...--&-7"'~----
STAFF: CITY or CoLIEGE STATION
Home ofTexar A&M University" -t--+--=-------
FINAL PLAT APPLICATION
(Check one) 0 Minor
($700)
0 Amending
($700)
0 Final
($932)
0 Vacating
($932)
181 Replat
($932)
Is this plat in the ET J? D Yes [8] No Is this plat Commercial D or Residential [g]
f MINIMUM SUBMITTAL REQUIREMENTS:
J[ $700-$932 Final Plat Application Fee (see above).
$233 Waiver Request to Subdivision Regulations Fee (if applicable). _
$600 (minimum) Development Permit Application I Public Infrastructure Review and Inspection Fee. Fee is
1 % of acceptable Engineer's Estimate for public infrastructure, $600 minimum (if fee is > $600, the balance is
/ due pri or to the issuance of any plans or development permit).
~ Application completed in full. This application form provided by the C.ity of College Station must be used and
may not be adjusted or altered. Please attach pages if additional information is provided.
Fourteen (14) folded copies of plat. (A signed mylar original must be submitted after approval.)
Two (2) copies of the grading, drainage, and erosion control plans with supporting drainage report.
~Two (2) copies of the Public infrastructure plans and supporting documents (if applicable).
~ Copy of original deed restrictions/covenants for replats (if applicable). :Jl8l Title report for property current within ninety (90) days or accompanied by a Nothing Further Certificate
current within ninety (90) days. The report must include applicable information such as ownership, liens,
encumbrances, etc.
Paid tax certificates from City of College Station, Brazos County and College Station l.S.D.
The attached Final Plat checklist with all items checked off or a brief explanation as to why they are not.
NOTE: A mylar of the approved preliminary plan must be on file before a final plat application will be considered
complete. If the mylar is submitted with the final plat application, it shall be considered a submittal for the
preliminary plan project and processed and reviewed as such. Until the mylar has been confirmed by staff
to be correct, the final plat application will be considered incomplete.
Date of Optional Preapplication or Stormwater Management Conference _N_VA ______________ _
NAME OF PROJECT Rep/at of College Hills Woodlands, Lots 14, 15 and 16
ADDRESS 1100 Ashburn Avenue
SPECIFIED LOCATION OF PROPOSED PLAT:
Lots 14, 15 and 16, College Hills Woodlands
APPLICANT/PROJECT MANAGER'S INFORMATION (Primary contact for the project):
Name Natalie Ruiz, JPS Group E-mail natalie@ipsgroup.us
Street Address 511 University Drive East, Suite 204
City College Station State Texas Zip Code 77840 ------
Phone Number 979.846.9259 Fax Number 979.324.9196
---------------~
1/11 Page 1 of9
PROPERTY OWNER'S INFORMATION (All owners must be identified. Please attach an additional sheet for multiple
owners):
Name Ricardo & Shelly Gutierrez E-mail shellygtz@yahoo.com
Street Address 700 Prestwick Court
City College Station State Texas Zip Code _7_78_4_5 ___ _
Phone Number
ARCHITECT OR ENGINEER'S INFORMATION:
Name Kerr Surveying, Inc. E-mail louise.barker@suddenlinkmail.com
Street Address 409 North Texas Avenue
City Bryan State _Ti_ex_a_s _____ _ Zip Code 77803 -------
Phone Number 979.268.3195 Fax Number -----------------
Do any deed restrictions or covenants exist for this property? [81 Yes 0 No
Is there a temporary blanket easement on this property? If so, please provide the Volume ____ and Page No. __ _
Total Acreage _2_.0_6_4 _______ _ Total No. of Lots 2 ------R-0-W Acreage ______ _
Existing Use Single Family Home & Vacant Proposed Use Single Family Homes
Number of Lots By Zoning District 2 R-1
Average Acreage Of Each Residential Lot By Zoning District:
1.032 I R-1
Floodplain Acreage -----------------------------------
.Is there Special Flood Hazard Area (Zone A or Zone AE on FEMA FIRM panels) on the property? I Yes IX No
This information is necessary to help staff identify the appropriate standards to review the application and will be used to
help determine if the application qualifies for vesting to a previous ordinance. Notwithstanding any assertion made,
vesting is limited to that which is provided in Chapter 245 of the Texas Local Government Code or other applicable law.
Is this application a continuation of a project that has received prior City platting approval(s) and you are requesting the
application be reviewed under previous ordinance as applicable?
I Yes
IX No
If yes, provide information regarding the first approved application and any related subsequent applications (provide
additional sheets if necessary):
Project Name:
City Project Number (if known):
Date I Timeframe when submitted:
111 1 Page 2 of9
A statement addressing any differences between the Final Plat and Preliminary Plan (if applicable):
NIA
Requested waiver to subdivision re ulations and reason for same if a licable :
Regarding the waiver request, explain how:
1. There are special circumstances or conditions affecting the land involved such that strict application of the
subdivision regulations will deprive the applicant of the reasonable use of his land.
2. The waiver is necessary for the preservation and enjoyment of a substantial property right of the applicant.
3. The granting of the waiver will not be detrimental to the public health, safety, or welfare, or injurious to other
property in the area, or to the City in administering subdivision regulations.
4. The granting of the waiver will not have the effect of preventing the orderly subdivision of other land in the area in
accordance with the provisions of the Unified Development Ordinance.
Fee in lieu of sidewalk construction is being requested because of the following condition (if applicable):
1 . 1-An alternative pedestrian way or multi-use path has been or will be provided outside the right-of-way;
2. I The presence of unique or unusual topographic, vegetative, or other natural conditions exist so that strict
adherence to the sidewalk requirements of the UDO is not physically feasible or is not in keeping with the
purposes and goals of the UDO or the City's comprehensive Plan;
3. I A capital improvement project is imminent that will include construction of the required sidewalk. Imminent shall
mean the project is funded or projected to commence within twelve (12) months;
4. I Existing streets constructed to rural section that are not identified on the Thoroughfare Plan with an estate I
rural context;
5. I When a sidewalk is required along a street where a multi-use path is shown on the Bicycle, Pedestrian, and
Greenways Master Plan;
1/11 Page 3 of 9
6. I The proposed development is within an older residential subdivision meeting the criteria in Platting and
Replatting within Older Residential Subdivisions Section of the UDO; or
7. I The proposed development contains frontage on a Freeway I Expressway as designated by Map 6.6,
Thoroughfare Plan -Functional Classification, in the City's Comprehensive Plan.
Detailed explanation of condition identified above:
NOTE: A waiver to the sidewalk requirements and fee in lieu of sidewalk construction shall not be considered at the
same time by the Planning & Zoning Commission.
Requested Oversize Participation ______________________________ _
Total Linear Footage of
Proposed Public:
Streets
Sidewalks
Sanitary Sewer Lines
Water Lines
Channels
Storm Sewers
Bike Lanes I Paths
Parkland Dedication due prior to filing the Final Plat:
ACREAGE:
___ No. of acres to be dedicated + $ ____ development fee
___ No. of acres in floodplain
No. of acres in detention ---
___ No. of acres in greenways
OR
FEE IN LIEU OF LAND:
__ No. of SF Dwelling Units X $ = $ --------
(date) Approved by Parks & Recreation Advisory Board ----
NOTE: DIGITAL COPY OF PLAT MUST BE SUBMITTED PRIOR TO FILING.
The applicant has prepared this application and certifies that the facts stated herein and exhibits attached hereto are
true, correct, and complete. IF THIS APPLICATION IS FILED BY ANYONE OTHER THAN THE OWNER OF THE
PROPERTY, this application must be accompanied by a power of attorney statement from the owner. If there is more
than one owner, all owners must sign the application or the power of attorney. If the owner is a company, the application
must be accompanied by proof of authority for the company's representative to sign the application on its behalf. LIEN
HOLDERS identified in the title report are also considered owners and the appropriate signatures must be provided as
described above.
1111 Page4 of9
FINAL PLAT MINIMUM REQUIREMENTS
(ALL CITY ORDINANCES MUST BE MET)
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
(Requirements based on field survey and marked by monuments and markers.)
~ Drawn on 24" x 36" sheet to scale of 100' per inch.
~ Vicinity map which includes enough of surrounding area to show general location of subject property in
relationship to College Station and its City Limits. No scale required but include north arrow.
~ Title Block with the following information:
~ Name and address of subdivider, recorded owner, planner, engineer and surveyor.
~ Proposed name of subdivision. (Subdivision name & street names will be approved through Brazos
County 911 .)
~ Date of preparation.
~ Engineer's scale in feet.
~ Total area intended to be developed.
~ North Arrow.
~ Subdivision boundary indicated by heavy lines.
~ If more than 1 sheet, an index sheet showing entire subdivision at a scale of 500 feet per inch or
larger.
~ All applicable certifications based on the type of final plat.
~ Ownership and Dedication
~ Surveyor and/or Engineer
~ City Engineer (and City Planner, if a minor plat)
~ Planning and Zoning Commission (delete if minor plat)
~ _Brazos County Clerk
~Brazos County Commissioners Court Approval (ET J Plats only)
~ If submitting a replat where there are existing improvements, submit a survey of the subject property
showing the improvements to ensure that no encroachments will be created.
~ If using private septic systems, add a general note on the plat that no private sewage facility may be
installed on any lot in this subdivision without the issuance of a license by the Brazos County
Health Unit under the provisions of the private facility regulations adopted by the Commissioner's
Court of Brazos County, pursuant to the provisions of Section 21 .084 of the Texas Water Code.
~ Location of the 100-Year Floodplain and floodway, if applicable, according to the most recent available
data.
Lot comer markers and survey monuments (by symbol) and clearly tied to basic survey data.
Matches the approved preliminary plan or qualifies as minor amendments (UDO Section 3.3.E.2).
The location and description with accurate dimensions, bearings or deflection angles and radii, area, center
angle, degree of curvature, tangent distance and length of all curves for all of the
following: (Show existing items that are intersecting or contiguous with the boundary of or forming a
boundary with the subdivision, as well as, those within the subdivision).
Existing Pr~syd
~
1/11
~ Streets. Continuous or end in a cul-de-sac, stubbed out streets must end into a temp
tum around unless they are shorter than 100 feet.
Public and private R.O.W. locations and widths. (All existing and proposed R.O.W.'s
sufficient to meet Thoroughfare Plan.)
Street offsets and/or intersection angles meet ordinance.
Page 8 of 9
~g
~
~
~
Pro~psed
mk Alleys. t Easements.
A number or letter to identify each lot or site and each block (numbered sequentially).
Parkland dedication/greenbelt area/park linkages. All proposed dedications must be
reviewed by the Parks and Recreation Advisory Board and documentation of their
recommendation provided prior to being scheduled for P&Z Commission consideration.
~ Construction documents for all public infrastructure drawn on 24" x 36" sheets and properly
sealed by a Licensed Texas Professional Engineer that include the following:
~Street, alley and sidewalk plans, profiles and sections. One sheet must show the overall
street, alley and/or sidewalk layout of the subdivision. (may be combined with other
utilities).
Sewer Design Report.
Sanitary sewer plan and profile showing depth and grades. One sheet must show the
overall sewer layout of the subdivision. (Utilities of sufficient size/depth to meet the utility
master plan and any future growth areas.) \.~ Water Design Report and/or Fire Flow Report .
.. Water line plan showing fire hydrants, valves, etc. with plan and profile lines showing
depth and grades. One sheet must show the overall water layout of the subdivision.
(Utilities of sufficient size/depth to meet the utility master plan and any future growth
.\tv areas.)
~ Storm drainage system plan with contours, street profile, inlets, storm sewer and
drainage channels, with profiles and sections. Drainage and runoff areas, and runoff
based on 5, 10, 25, 50 and 100 year rain intensity. Detailed drainage structure design,
channel lining design & detention if used. One sheet must show the overall drainage
layout of the subdivision.
J-\fr Detailed cost estimates for all public infrastructure listed above sealed by Texas P.E.
·w letter of completion for public infrastructure or guarantee I surety in accordance with UDO
~. Section 8.6.
Drainage Report with a Technical Design Summary.
Erosion Control Plan (must be included in construction plans).
All off-site easements necessary for infrastructure construction must be shown on the final plat with a
volume and page listed to indicate where the separate instrument easements were filed.
Separate instrument easements must be provided in recordable form to the City prior to being scheduled
for P&Z Commission consideration.
Are there impact fees associated with this development?
Impact fees must be paid prior to building permit.
D Yes ~ No
Will any construction occur in TxDOT rights-of-way? D Yes ~ No
If yes, TxDOT permit must be submitted along with the construction documents.
NOTE: 1. We will be requesting the corrected Final Plat to be submitted in digital form if available prior to filing
the plat at the Courthouse.
1/11
2. If the construction area is greater than 5 acres, EPA Notice of Intent (NOi) must be submitted prior to
issuance of a development permit.
Print Form
Page 9 or 9
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1111 1113 1115
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,~,
ICAGO TITLE INSURANCE COMPAh
TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE
ONE-TO-FOUR FAMILY RESIDENCES
SCHEDULE A
Policy Number: 7240043-88102188
Policy Date: January 28, 2013, at 2:21 pm
Policy Amount: $372,500.00
Premium: $2,298.00
1. Name of Insured: Ricardo Gutierrez and Shelly Gutierrez
2. We insure your interest in the land covered by this Policy is: Fee Simple
3. Legal Description of land:
File Number: U12517 4
Lots Fourteen (14), Fifteen (15) and Sixteen (16), College Hills Woodlands, City of College Station, according to the
plat thereof recorded in Volume 104, Page 3, Deed Records, Brazos County, Texas.
CHICAGO TITLE INSURANCE COMPANY
TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE
ONE-TO-FOUR FAMILY RESIDENCES
SCHEDULED
Policy Number: 7240043-88102188
EXCEPTIONS
We do not cover loss, costs, attorneys' fees and expenses resulting from:
File Number: U125174
l. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this
exception.):
Volume 104, Page 4 and Volume 234, Page 480, Deed Records, Brazos County, Texas, but deleting any covenants,
conditions or restrictions indicating a preference, limitation or discrimination based on race, color, religion, sex,
handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under
Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against
handicapped persons.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping
of improvements.
3. Homestead or community property or survivorship rights, if any, of any spouse of any insured.
(Applies to the Owner's Policy only.)
4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other
entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or
oceans, or
b. to lands beyond the line of harbor or bulkhead lines as established or changed by any government, or
c. to filled-in lands, or artificial islands, or
d. to statutory water rights, including riparian rights, or
e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or
easement along and across that area.
5. Standby fees, taxes and assessments by any taxing authority for the year 2013, and subsequent years; and subsequent taxes
and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or
assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas
Tax Code, or because of improvements not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or
delete this exception.):
a. Rights of Parties in Possession.
b. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all
rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in
Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not
listed.
Continuation of Schedule B Policy No. 7240043-88102188
c. 25' and 30' building lines on the northeast side; 15' and 20' building lines on the northwest side; 7.5' and 10'
building lines on the southeast side; 20' building line and 5' utility easement on the soutwest side; aerial
electric lines and power poles at various points; as shown on plat, recorded in Volume 104, Page 3 of the Deed
Records of Brazos County, Texas; as set out in restrictions recorded in Volume 104, Page 4 and Volume 234,
Page 480 of the Deed Records of Brazos County, Texas; as shown on survey prepared on December 12, 2012,
under the supervision of Brad Kerr, R.P.L.S. #4502.
d. Easement:
From: College Hills Company
To: Southwest Telephone Company
Dated: March 7, 1941
Recorded: Volume 106, Page 69, Deed Records, Brazos County, Texas; as noted on survey prepared on
December 12, 2012, under the supervision of Brad Kerr, R.P.L.S. #4502.
Countersigned
University Title Company
By --,---:--:--:-=-~__,,..,.~~~-Authorized Counter Signature
GFNo.: 140492
Examiner: Dawn Gibbs
Effective Date: January 26, 2014
STA TE OF TEXAS
COUNTY OF BRAZOS
NOTHING FURTHER CERTIFICATE
TIIIS IS TO CERTIFY: That we have examined the records of the County Clerk of Brazos
County, Texas as they are reflected in the geographically indexed title plant of University Title
Company as to the following property, to-wit:
Lots Fourteen (14), Fifteen (15) and Sixteen (16), College Hills Woodlands, City of College
Station, according to the plat thereof recorded in Volume 104, Page 3, Deed Records,
Brazos County, Texas.
And that our records reflect that the following is a true and correct list of documents affecting
title to the real property described supra between the dates of November 18, 2012 and January
26, 2014:
Warranty Deed:
Grantor: Ricardo Gutierrez and Shelly Gutierrez
Grantee: BGM Investments, LLC
Dated: April 11, 2013
Recorded: Volume 11484, Page 216, Official Records, Brazos County, Texas.
This certificate is issued with the express understanding, evidenced by the acceptance of same
that the undersigned does not undertake to give or express any opinion as to the validity of the
title to the property above, but is simply reporting briefly herein as to the instruments listed
above found of record pertaining to said property, and it is expressly understood and agreed that
this Certificate is neither a guaranty nor warranty of the title. By acceptance of this Certificate it
is understood that the liability of the issuer hereof is expressly limited to the actual monetary
consideration paid for same. We have not made any examination as to property taxes, tax suits,
special assessments or conflicts.
University Title Company
COMPANY AGREEMENT
OF
BGM INVESTMENTS, LLC
a Texas Limited Liability Company
This Company Agreement of BGM INVESTMENTS, LLC is executed as of February 8,
2013 (the "Effective Date"), by the persons who sign and are identified as "Members" in this
Agreement.
ARTICLE I
DEFINITIONS
1.01 Definitions. As used in this Agreement, the following terms have the following
meanings:
"Affiliate" means, with reference to any person, any other person controlling,
controlled by or under direct or indirect common control with such person.
"Agreement" means this Company Agreement, as amended from time to time.
"Assignee" means a person who receives a Transfer of all or a portion of the
Membership Interest of a Member, but who has not been admitted to the Company as a
Member.
"Bankrupt Member" means (except to the extent a Simple Majority consents
otherwise) any Member (a) that (i) makes an assignment for the benefit of creditors; (ii) files
a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared
insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or
answer seeking for the Member a reorganization, arrangement, composition, readjustment,
liquidation, dissolution, termination, or similar relief under any law; (v) files an answer or
other pleading admitting or failing to contest the material allegations of a petition filed
against the Member in a Proceeding of the type described in subclauses (i) through (iv) of
this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the Member's or of all or any substantial part of the Member's
properties; or (b) against which a Proceeding seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar reliefunder any law has been
commenced and one hundred twenty ( 120) days have expired without dismissal thereof or
with respect to which, without the Member's consent or acquiescence, a trustee, receiver, or
liquidator of the Member or ofall or any substantial part of the Member's properties has been
appointed and ninety (90) days have expired without the appointment's having been vacated
or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the
appointment has not previously been vacated.
"Business Day" means any day other than a Saturday, a Sunday, or a holiday on
which national banking associations in the State of Texas are closed.
"Capital Account" means a capital account maintained for a Member as provided by
Treasury Regulation l.704-l(b)(2)(iv) of the Regulations of the Internal Revenue Service.
"Capital Contribution" means the amount of money and the Net Value of property
other than money contributed to the Company by a Member.
"Capital Commitment" of a Member represents the aggregate amount of capital that
such Member has agreed to contribute to the Company.
"Certificate of Formation" means the initial, amended, and restated certificate of
formation of the Company.
"Company" means BGM Investments, LLC, a Texas limited liability company.
"Default Interest Rate" means a rate per annum equal to the lesser of (a) ten percent
( 10%) plus the prime rate published in The Wall Street Journal on the day the rate is
determined (or the most recent day on which The Wall Street Journal was published ifthe
paper is not published on the day the rate is determined), or, (b) the maximum rate permitted
by applicable law.
"Former Member" means any person who had executed this Agreement, as of the
date of this Agreement as a Member, or hereafter admitted to the Company as a Member, as
provided in the Agreement, but who is no longer a Member of the Company; however, this
term does not include a person who ceases to be a Member as a result of bankruptcy, default
or expulsion.
"Fundamental Business Transaction" has that meaning assigned to it by the
definitions in the TBOC, as may be amended from time to time, and includes (a) a merger,
(b) an interest exchange, ( c) a conversion, or ( d) a sale ofall or substantially all of an entity's
assets (with or without good will), other than in the usual and regular course of the
Company's business.
"General Interest Rate" means a rate per annum equal to the lesser of (a) the prime
rate published in The Wall Street Journal on the day the rate is determined (or the most
recent day on which The Wall Street Journal was published if the paper is not published on
the day the rate is determined), or, (b) the maximum rate permitted by applicable law.
"Internal Revenue Code" means the Internal Revenue Code of 1986 and any
successor statute, as amended from time to time.
2
"Managing Member" means any person named in the Certificate of Formation as an
initial Managing Member of the Company and any person hereafter elected as a Managing
Member of the Company as provided in this Agreement, but does not include any person
who has ceased to be a Managing Member of the Company.
"Member" means any person executing this Agreement as of the date of this
Agreement as a Member or hereafter admitted to the Company as a Member as provided in
this Agreement, but does not include any person who has ceased to be a Member of the
Company.
"Membership Interest" means the interest of a Member in the Company, including,
without limitation, rights to distributions (liquidating or otherwise), allocations, information,
and to consent or approve.
"Net Value" means, in connection with a Capital Contribution of property, the value
of the asset less any indebtedness to which the asset is subject when contributed.
"Percentage Interest" means the ratio in which the Members shall share profits and
losses, as provided in this Agreement. The sum of the Members' Interests shall be one
hundred percent (I 00%).
"Person" means any business entity, trust, estate, executor, administrator, or
individual.
"Proceeding" means any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative.
"Simple Majority" means one or more Members having among them more than fifty
percent (50%) of the Percentage Interests of all Members.
"Super Majority" means one or more Members having among them more than sixty-
six and sixty-seven hundredths percent (66.67%) of the Percentage Interests ofall Members.
"TBOC" means the Texas Business Organizations Code, including any successor
statute, as amended from time to time.
"Transfer" means any sale, transfer, encumbrance, gift, donation, assignment, pledge,
hypothecation, or other form of transfer of a Membership Interest or any portion of a
Membership Interest, whether voluntary or involuntary, whether attempted or completed, and
whether during the transferor's lifetime or upon or after the transferor's death, including by
operation of law, court order, judicial process, foreclosure, levy or attachment.
Other terms defined herein have the meaning so given them.
3
ARTICLE II
ORGANIZATION
2.0 I Formation. The Company has been organized as a Texas limited liability company
by filing a Certificate of Formation with the Secretary of State of Texas, which may be amended or
restated from time to time.
2.02 Name. The name of the Company is "BGM Investments, LLC" and all Company
busi ness must be conducted in that name or such other names that comply with applicable law as the
Managing Members may select from time to time.
2.03 Registered Office and Registered Agent. The registered office of the Company
required by the TBOC to be maintained in the State of Texas shall be the office of the initial
registered agent named in the Certificate of Formation or such other office (which need not be a
place of business of the Company) as the Managing Members may designate from time to time in the
manner provided by law. The registered agent of the Company in the State of Texas shall be the
initial registered agent named in the Certificate of Formation or such other person or persons as the
Managing Members may designate from time to time in the manner provided by law.
2.04 Principal Office and Other Offices. The principal office of the Company in the
United States shall be at such place as the Managing Members may designate from time to time,
which need not be in the State of Texas. The Company may have such other offices as the Managing
Members may designate from time to time.
2.05 Purposes. The primary purposes of the Company shall be any lawful purpose which
may be undertaken by the company in accordance with the applicable provisions of the Texas
Business Organizations Code.
2.06 Powers. The Company shall have all powers necessary, suitable or convenient for the
accomplishment of the purposes of the Company, including without limitation (a) to make and
perform all contracts; (b) to borrow or lend money and secure payment thereof; (c) to engage in all
activities and transactions; and (d) to have all powers available to a limited liability company under
(i) the TBOC, (ii) any other laws in the State of Texas, and (iii) the laws of any other jurisdiction
where the Company conducts business.
2.07 Foreign Qualification. Prior to the Company's conducting business in any
jurisdiction other than Texas, the Managing Members shall cause the Company to comply, to the
extent procedures are available and those matters are reasonably within the control of the Managing
Members, with all requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Managing Members, each Member shall
immediately execute, acknowledge, swear to, and deliver all certificates and other instruments
conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate
4
the Company as a foreign limited liability company in all such jurisdictions in which the Company
may conduct business.
2.08 Term. The Company will commence as provided in the Certificate of Formation for
the Company filed with the Secretary of the State of Texas, and will continue until the Company
terminates under the terms of this Agreement.
2.09 Mergers and Exchanges. The Company may be a party to a merger, an exchange, or
acquisition under the TBOC, subject to the requirements of this Agreement.
2.10 No State-Law Partnership. The Members intend that the Company not be a
partnership, a limited partnership, or a joint venture, and that no Member or Managing Member be a
partner or joint venturer of any other Member or Managing Member, for any purposes other than
federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.
ARTICLE III
MEMBERSHIP
3.01 Initial Members, Capital Commitments, and Percentage Interests. The persons
listed on Exhibit A are hereby admitted to the Company as a Member, effective contemporaneously
with the Effective Date of formation of the Company. Set forth opposite the name of each Member
listed on Exhibit A is such Member's Capital Commitment and its Percentage Interest. Exhibit A
may be amended from time to time to reflect changes in or additions to the membership of the
Company. Any such amended Exhibit A shall (a) supersede all prior Exhibit A's, (b) become part of
this Agreement, and (c) be kept on file at the principal office of the Company. Each Member
represents that the Member is acquiring an interest in the Company for the account of such Member
and not with a view to distribution thereof within the meaning of the Securities Act of 1933, as
amended, or any state securities laws. The Member will not transfer such interest in contravention of
that act or any applicable state or federal securities laws.
3.02 Additional Members. Additional persons may be admitted to the Company as
Additional Members on such terms and conditions as shall be determined by a Simple Majority of
the Members. The terms of admission or issuance must specify the Percentage Interests and the
Capital Commitments applicable thereto. The terms of admission or issuance may also provide for
the creation of different classes or groups of Members having different rights, powers, and duties.
The Managing Members shall reflect the creation of any new class or group in an amendment to this
Agreement indicating the different rights, powers, and duties, and such an amendment need be
executed only by the Managing Members.
3.03 Member Rights Specified in Agreement. Except as otherwise specifically provided
in this Agreement, no Member shall have the right (a) to sell, transfer or assign its interest in the
Company; (b) to require partition of the property of the Company; ( c) to compel the sale of Company
assets; or (d) to cause the winding up of the Company.
5
3.04 No Authority. Except as otherwise specifically provided in this Agreement, no
Member (other than a Managing Member or an officer) has the authority or power to (a) transact
business in the name of or on behalf of the Company, (b) bind or obligate the Company, or (c) incur
any expenditures on behalf of the Company.
3.05 Liability to Third Parties. No Member or Managing Member shall be liable for the
debts, obligations or liabilities of the Company, including under a judgment decree or order of a
court.
3.06 Withdrawal. A Member may withdraw from the Company with sixty (60) days
notice to the Managing Members of the Company, subject to winding up or termination as provided
in Article XVI of this Agreement.
ARTICLE IV
CAPITAL CONTRIBUTIONS
4.01 Initial Contributions. Contemporaneously with the execution of this Agreement,
each Member shall make the initial Capital Contribution described for that Member in Exhibit A.
4.02 No Further Contributions. No Member shall be required to make any Capital
Contributions other than those specifically described by this Agreement, unless agreed to in writing
by the contributing Member or required by the TBOC.
4.03 Return of Contributions. No Member is entitled to the return of any part of its
Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any
Member.
4.04 Loans by Members. If the Company does not have sufficient cash to pay its
obligations, any Member that may agree to do so with the Managing Members' consent may advance
all or part of the needed funds to or on behalf of the Company. An advance described in this
paragraph constitutes a loan from the Member to the Company, bears interest at the General Interest
Rate from the date of the advance until the date of payment, and is not a Capital Contribution.
4.05 Capital Accounts. A Capital Account shall be established and maintained for each
Member. The Capital Account of each Member:
(a) shall consist of (i) the amount of money contributed by that Member to the
Company, and (ii) the fair market value of property contributed by that Member to the Company (net
of liabilities secured by the contributed property that the Company is considered to assume or take
subject to under Section 752 of the Internal Revenue Code);
6
(b) shall be increased by allocations to that Member of Company income and gain (or
items thereof), including income and gain exempt from tax and income and gain described in
Treasury Regulation § l.704-l(b)(2)(iv)(g), but excluding income and gain described in Treasury
Regulation § I. 704-1 (b )( 4)(i); and
(c) shall be decreased by (i) the amount of money distributed to that Member by the
Company, (ii) the fair market value of property distributed to that Member by the Company (net of
1iabi1 ities secured by the distributed property that the Member is considered to assume or take subject
to under Section 752 of the Internal Revenue Code), (iii) allocations to that Member of expenditures
of the Company described in Section 705(a)(2)(B) of the Internal Revenue Code, and (iv) allocations
of Company loss and deduction (or items thereof), including loss and deduction described in
Treasury Regulation § l.704-l(b)(2)(iv)(g), but excluding items described in clause (c)(iii) above
and loss or deduction described in Treasury Regulation § 1. 704-1 (b )( 4)(i) or § I. 704-1 (b )( 4)(iii).
The Capital Account of each Member also shall be maintained and adjusted as permitted by
the provisions of Treasury Regulation § I. 704-1 (b )(2)(iv)(t) and as required by the other provisions
of Treasury Regulation § 1. 704-1 (b)(2)(iv) and 1.704-1 (b )( 4), including adjustments to reflect the
allocations to the Members of depreciation, depletion, amortization, and gain or loss as computed for
tax purposes, as required by Treasury Regulation § 1. 704-1 (b)(2)(iv)(g). A Member that has more
than one Membership Interest shall have a single Capital Account that reflects all its Membership
Interests, regardless of the class of Membership Interests owned by that Member and regardless of
the time or manner in which those Membership Interests were acquired. On the transfer of all or part
of a Membership Interest, the Capital Account of the transferor that is attributable to the transferred
Membership Interest or part thereof shall carry over to the transferee Member in accordance with the
provisions of Treasury Regulation § 1. 704-1 (b )(2)(iv)(I).
ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
5.01 Allocations.
(a) Except as may be required by Section 704(c) of the Internal Revenue Code and
Treasury Regulation § 1. 704-1 (b )(2)(iv)(t)( 4), all items of income, gain, loss, deduction and credit of
the Company shall be allocated among the Members in accordance with their Percentage Interests.
(b) All items of income, gain, loss, deduction, and credit allocable to any Membership
Interest that may have been transferred shall be allocated between the transferor and the transferee
based on the portion of the calendar year during which each was recognized as owning that
Membership Interest, without regard to the results of Company operations during any particular
portion of that calendar year and without regard to whether cash distributions were made to the
transferor or the transferee during that calendar year; provided, however, that this allocation must be
made in accordance with a method permissible under Section 706 of the Internal Revenue Code and
the regulations thereunder.
7
(c) In the event any Member unexpectedly receives any adjustments, allocations or
distributions described in Section I. 704-1 (b )(2)(ii)( d)( 4 ), (5) or (6) of the Treasury Regulations,
items of the Company's income and gain shall be specially allocated as a qualified income offset to
each such Member in an amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible,
provided that an allocation pursuant to this paragraph 5 .0 I ( c) shal I be made only if and to the extent
that such Member has an Adjusted Capital Account Deficit after all other allocations provided for in
this Article have been tentatively made as if this paragraph 5.0l(c) were not in this Agreement.
5 .02 Distributions.
(a) From time to time (but at least once each calendar quarter) the Managing Members
shall determine in their reasonable judgment to what extent (if any) the Company's cash on hand
exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt
service, acquisitions, and a reasonable contingency reserve. If such an excess exists, the Managing
Members shall cause the Company to distribute to the Members, in accordance with their Percentage
Interests, an amount in cash equal to that excess.
(b) From time to time the Managing Members also may cause property of the
Company other than cash to be distributed to the Members, which distribution must be made in
accordance with their Percentage Interests and may be made subject to existing liabilities and
obligations. Immediately prior to such a distribution, the Capital Accounts of the Members shall be
adjusted as provided in Treasury Regulation Section 1.704-1 (b )(2)(iv)(f).
ARTICLE VI
MANAGEMENT
6.0 I Management by Managing Members. Except for situations in which the approval
of all of the Members is required by this Agreement or by nonwaivable provisions ofapplicable law,
and subject to the provisions of paragraph 6.02 of this Agreement, the Managing Members shall have
the sole and exclusive control of the management, business and affairs of the Company, and the
Managing Members shall make all decisions and take all actions for the Company not otherwise
provided for in this Agreement, including, without limitation, the following:
(a) entering into, making, and performing contracts, agreements, and other
undertakings binding the Company that may be necessary, appropriate, or advisable in
furtherance of the purposes of the Company and making all decisions and waivers
thereunder;
8
(b) opening and maintaining bank and investment accounts and arrangements,
drawing checks and other orders for the payment of money, and designating individuals with
authority to sign or give instructions with respect to those accounts and arrangements;
(c) maintaining the assets of the Company in good order;
(d) collecting sums due the Company;
(e) to the extent that funds of the Company are available therefor, paying debts and
obligations of the Company;
(f) acquiring, utilizing for Company purposes, and disposing of any asset of the
Company;
(g) borrowing money or otherwise committing the credit of the Company for
Company activities and voluntary prepayments or extensions of debt including the power to
encumber and/or pledge assets of the Company to secure payment of debts and obligations of
the Company;
(h) selecting, removing, and changing the authority and responsibility of lawyers,
accountants, and other advisers and consultants;
(i) obtaining insurance for the Company;
U) determining distributions of Company cash and other property as provided in
paragraph 5.02 of this Agreement;
(k) establishing a seal for the Company; and
(I) designating one or more committees, each of which shall be comprised of one or
more Managing Members, to exercise any authority of the Managing Members in the
management, business and affairs of the Company.
6.02 Restrictions. Notwithstanding the provisions of paragraph 6.01 of this Agreement,
the Managing Members may not cause the Company to do any of the following without complying
with the applicable requirements set forth below:
(a) enter into a Fundamental Business Transaction, without complying with the
applicable procedures set forth in the TBOC regarding approval by the Members (unless such
provision is rendered inapplicable by another provision of applicable law);
(b) do any act in violation of this Agreement;
9
(c) admit a Member, except as expressly permitted by this Agreement;
(d) do any act which requires the prior approval of the Members;
(e) possess Company property or assign rights in Company property, other than for a
Company purpose; or
(f) amend this Agreement, except as expressly permitted by this Agreement.
6.03 Conflicts of Interest. Subject to the other express provisions of this Agreement, each
Managing Member, Member and officer of the Company at any time and from time to time may
engage in and possess interests in other business ventures of any and every type and description,
independently or with others, including ones in competition with the Company, with no obligation to
offer to the Company or any other Member, Managing Member or officer the right to participate
therein. The Company may transact business with any Managing Member, Member, officer or
Affiliate thereof, provided the contract or transaction is fair to the Company as of the time it is
authorized or ratified by Managing Members or Members, as the case may be.
6.04 Number and Term of Office. The number of Managing Members of the Company
shall be determined from time to time by resolution of the Managing Members, and shall consist of
at least one (I); provided, however, that no decrease in the number of Managing Members that would
have the effect of shortening the term of an incumbent Managing Member may be made by the
Managing Members. If the Managing Members make no such determination, the number of
Managing Members shall be the number set forth in the Certificate of Formation as the number of
Managing Members constituting the initial Managing Members. Each Managing Member shall hold
office for the term for which he is elected and thereafter until his successor shall have been elected
and qualified, or until his earlier death, resignation or removal.
6.05 Vacancies; Removal; Resignation. Any Managing Member position to be filled by
reason of an increase in the number of Managing Members or other reason may be filled by election
at an annual or special meeting of Members called for that purpose. A Managing Member elected to
fi II a vacancy occurring other than by reason of an increase in the number of Managing Members
shall be elected for the unexpired term of his predecessor in office. At any meeting of Members at
which a quorum of Members is present called expressly for that purpose, or pursuant to a written
consent adopted pursuant to this Agreement, any Managing Member may be removed, with or
without cause, by a Super Majority. Any Managing Member may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein, or if no time
be specified, at the time of its receipt by the remaining Managing Members. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
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6.06 Compensation. For their services in the management of the Company and its
operations, the Managing Members may receive such compensation, if any, as may be designated
from time to time by a Simple Majority of the Members.
6.07 Reimbursement. The Managing Members are not required to advance any funds to
pay costs and expenses of the Company. However, in the event the Managing Members advance
such funds, the Managing Members shall be entitled to be reimbursed for out-of-pocket costs and
expenses incurred in the course of their service hereunder, including the portion of their overhead
reasonably allocable to Company activities.
6.08 Meetings.
(a) Unless otherwise required by law or provided in the Certificate of Formation or
this Agreement, a majority of the total number of Managing Members fixed by, or in the manner
provided in, the Certificate of Formation or this Agreement shall constitute a quorum for the
transaction of business of the Managing Members, and the act of a majority of the Managing
Members present at a meeting at which a quorum is present shall be the act of the Managing
Members. A Managing Member who is present at a meeting of the Managing Members at which
action on any Company matter is taken shall be presumed to have assented to the action unless his
dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as secretary of the meeting before the adjournment thereof or shall
deliver such dissent to the Company immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Managing Member who voted in favor of such action.
(b) Meetings of the Managing Members may be held at such place or places as shall
be determined from time to time by resolution of the Managing Members. At all meetings of the
Managing Members, business shall be transacted in such order as shall from time to time be
determined by resolution of the Managing Members. Attendance of a Managing Member at a
meeting shall constitute a waiver of notice of such meeting, except where a Managing Member
attends a meeting for the purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
(c) In connection with any annual meeting of Members at which Managing Members
were elected, the Managing Members may, if a quorum is present, hold their first meeting for the
transaction of business immediately after and at the same place as such annual meeting of the
Members. Notice of such meeting at such time and place shall not be required.
(d) Regular meetings of the Managing Members shall be held at such times and places
as shall be designated from time to time by resolution of the Managing Members. Notice of such
regular meetings shall not be required.
(e) Special meetings of the Managing Members may be called by any Managing
Member on at least 24 hours notice to each other Managing Member. Such notice need not state the
11
purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise
be required by law or provided for by the Certificate of Formation or this Agreement. Notice of
special meetings may be given by facsimile or electronic message (e-mail).
6.09 Approval or Ratification of Acts or Contracts by Members. The Managing
Members in their discretion may submit any act or contract for approval or ratification at any annual
meeting of the Members, or at any special meeting of the Members called for the purpose of
considering any such act or contract. Any act or contract that shall be approved or be ratified by a
majority of the Managing Members shall be as valid and as binding upon the Company and upon all
the Members as if it shall have been approved or ratified by every Member of the Company.
6.10 Action Without Meeting. Any action permitted or required by the TBOC, the
Certificate of Formation or this Agreement to be taken at a meeting of the Managing Members or any
committee designated by the Managing Members may be taken without a meeting if a consent in
writing, setting forth the action to be taken, is signed by all the Managing Members or members of
such committee, as the case may be. Every written consent shall bear the date of signature of each
Managing Member who signs the consent, and the consent may be in one or more counterparts. A
telegram, telex, cablegram or similar transmission by a Managing Member, or a photographic,
photostatic, facsimile or similar reproduction of a writing signed by a Managing Member, shall be
regarded as signed by the Managing Member for purposes of this paragraph. Such consent shall
have the same force and effect as a unanimous vote at a meeting and may be stated as such in any
document or instrument filed with the Secretary of State of Texas, and the execution of such consent
shall constitute attendance or presence in person at a meeting of the Managing Members or any such
committee, as the case may be. The signed consent or a signed copy of the consent shall be kept on
file at the principal office of the Company.
6.11 Action by Telephone Conference or Other Remote Communications Technology.
Subject to the requirements of the TBOC, the Certificate of Formation or this Agreement for notice
of meetings, unless otherwise restricted by the Certificate of Formation, Managing Members, or
members of any committee designated by the Managing Members, may participate in and hold a
meeting of the Managing Members or any committee of Managing Members, as the case may be, by
means of conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Or, another suitable electronic communications
system may be used including video-conferencing technology or the Internet, but only if each
Managing Member entitled to participate in the meeting consents to the meeting being held by means
of that system and the system provides access to the meeting in a manner or using a method by which
each Managing Member participating in the meeting can communicate concurrently with each other
participant. Participation in such meeting shall constitute attendance and presence in person at such
meeting, except where a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully called or convened.
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ARTICLE VII
CONFIDENTIAL INFORMATION
7.01 Confidential Information. The Members agree that the Managing Members from
time to time may determine, due to contractual obligations, business concerns, or other
considerations, that certain information regarding the business, affairs, properties, and financial
condition of the Company should be kept confidential and not provided to some or all other
Members, and that it is not just or reasonable for those Members or assignees or representatives
thereof to examine or copy that information. The Members acknowledge that, from time to time,
they may receive information from or regarding the Company in the nature of trade secrets or that
otherwise is confidential, the release of which may be damaging to the Company or persons with
which it does business. Each Member shall hold in strict confidence any information it receives
regarding the Company that is identified as being confidential (and ifthat information is provided in
writing, that is so marked) and may not disclose it to any person other than another Member or a
Managing Member, except for disclosures (i) compelled by Jaw (but the Member must notify the
Managing Members promptly ofany request for that information, before disclosing it, if practicable),
(ii) to advisers or representatives of the Member or persons to which that Member's Membership
Interest may be transferred as permitted by this Agreement, but only if the recipients have agreed to
be bound by the provisions of this paragraph, or (iii) of information that Member also has received
from a source independent of the Company that the Member reasonably believes obtained that
information without breach of any obligation of confidentiality.
7.02 Specific Performance. The Members acknowledge that breach of the provisions of
paragraph 7.01 of this Agreement may cause irreparable injury to the Company for which monetary
damages are inadequate, difficult to compute, or both. Accordingly, the Members agree that the
provisions of paragraph 7.01 of this Agreement may be enforced by specific performance.
8.0 I Meetings.
ARTICLE VIII
MEETING OF MEMBERS
(a) A quorum shall be present at a meeting of Members if the holders of a Simple
Majority are represented at the meeting in person or by proxy. With respect to any matter (including
a Fundamental Business Transaction), other than a matter for which the affirmative vote of the
holders of a specified portion of the Percentage Interests of all Members entitled to vote is required
by the TBOC or this Agreement, the affirmative vote ofa Simple Majority at a meeting of Members
at which a quorum is present shall be the act of the Members, except as provided by another specific
provision in this Agreement.
(b) All meetings of the Members shall be held at the principal place of business of the
Company or at such other place within or outside the State of Texas as shall be specified or fixed in
13
the notices or waivers of notice thereof; provided that any or all Members may participate in any
such meetings by means of conference telephone or similar communications equipment pursuant to
paragraph 8.06 of this Agreement.
(c) Notwithstanding the other provisions of the Certificate of Formation or this
Agreement, the chairman of the meeting or the holders of a Super Majority shall have the power to
adjourn such meeting from time to time, without any notice other than announcement at the meeting
of the time and place of the holding of the adjourned meeting. If such meeting is adjourned by the
Members, such time and place shall be determined by a vote of the holders of a Super Majority.
Upon the resumption of such adjourned meeting, any business may be transacted that might have
been transacted at the meeting as originally called.
(d) An annual meeting of the Members, for the election of the Managing Members
and for the transaction of such other business as may properly come before the meeting, shall be held
at such place, within or outside the State of Texas, on such date and at such time as the Managing
Members shall fix and set forth in the notice of the meeting, which date shall be within thirteen ( 13)
months subsequent to the date of organization of the Company or the last annual meeting of
Members, whichever most recently occurred.
(e) Special meetings of the Members for any proper purpose or purposes may be
called at any time by the Managing Members or the holders of at least ten percent of the Percentage
Interests of all Members. If not otherwise stated in or fixed in accordance with the remaining
provisions hereof, the record date for determining Members entitled to call a special meeting is the
date any Member first signs the notice of that meeting. Only business within the purpose or purposes
described in the notice (or waiver thereof) required by this Agreement may be conducted at a special
meeting of the Members.
(f) Written or printed notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not
less than ten (I 0) nor more than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the Managing Members or person calling the meeting, to each Member
entitled to vote at such meeting. If mailed, any such notice shall be deemed to be given when
deposited in the United States mail, addressed to the Member at his address on the voting list
provided for in Paragraph 8.02 of this Agreement, with postage thereon prepaid.
(g) The date on which notice of a meeting of Members is mailed or the date on which
the resolution of the Managing Members declaring a distribution is adopted, as the case may be, shall
be the record date for the determination of the Members entitled to notice of or to vote at such
meeting, including any adjournment thereof, or the Members entitled to receive such distribution.
(h) Notice of meetings may be given to Members by facsimile or electronic message
(e-mail).
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8.02 Voting List. The Managing Members shall make, at least ten (10) days before each
meeting of Members, a complete list of the Members entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the Percentage Interests
held by each. For a period often (10) days prior to such meeting, such list shall be kept on file at the
registered office or principal place of business of the Company and shall be subject to inspection by
any Member at any time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of any Member during the
whole time of the meeting. The original membership records shall be prima-facie evidence as to
who are the Members entitled to examine such list or transfer records or to vote at any meeting of
Members. Failure to comply with the requirements of this paragraph shall not affect the validity of
any action taken at the meeting.
8.03 Proxies. A Member may vote either in person or by proxy executed in writing by the
Member. A telegram, telex, cablegram or similar transmission by the Member, or a photographic,
photostatic, facsimile or similar reproduction of a writing executed by the Member shall be treated as
an execution in writing for purposes of this paragraph. Proxies for use at any meeting of Members or
in connection with the taking of any action by written consent shall be filed with the Managing
Members, before or at the time of the meeting or execution of the written consent, as the case may
be. All proxies shall be received and taken charge of and all ballots shall be received and canvassed
by the Managing Members, who shall decide all questions touching upon the qualification of voters,
the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors
shall have been appointed by the chairman of the meeting, in which event such inspector or
inspectors shall decide all such questions. No proxy shall be valid after eleven (11) months from the
date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the
proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an
interest. Should a proxy designate two or more persons to act as proxies, unless that instrument shall
provide to the contrary, a majority of such persons present at any meeting at which their powers
thereunder are to be exercised shall have and may exercise all the powers of voting or giving
consents thereby conferred, or if only one be present, then such powers may be exercised by that one;
or, if an even number attend and a majority do not agree on any particular issue, the Company shall
not be required to recognize such proxy with respect to such issue if such proxy does not specify how
the Percentage Interests that are the subject of such proxy are to be voted with respect to such issue.
8.04 Conduct of Meetings. All meetings of the Members shall be presided over by the
chairman of the meeting, who shall be a Managing Member (or representative thereof) designated by
a majority of the Managing Members. The chairman of any meeting of Members shall determine the
order of business and the procedure at the meeting, including the regulation of the manner of voting
and the conduct of discussion.
8.05 Action by Unanimous Written Consent Without Meeting.
(a) Any action required or permitted to be taken at any annual or special meeting of
Members may be taken without a meeting, without prior notice, and without a vote, by unanimous
15
written consent of the Members or committee members, as the case may be, setting forth the action
so taken. No written consent shall be effective to take the action that is the subject to the consent
unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company in
the manner required by this paragraph, the signed consent or consents are delivered to the Company
by delivery to its registered office, its principal place of business, or the Managing Members.
Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the
Company's principal place of business shall be addressed to the Managing Members. Every written
consent shall bear the date of signature of each Member who signs the consent, and the consent may
be in one or more counterparts. A telegram, telex, cablegram or similar transmission by a Member,
or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member,
shall be regarded as signed by the Member for purposes of this paragraph. The signed consent or a
signed copy of the consent shall be kept on file at the principal office of the Company.
(b) The record date for determining Members entitled to consent to action in writing
without a meeting shall be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Company by delivery to its registered office, its
principal place of business, or the Managing Members. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Company's principal place of business shall
be addressed to the Managing Members.
( c) If any action by Members is taken by written consent, any articles or documents
filed with the Secretary of State of Texas as a result of the taking of the action shall state, in lieu of
any statement required by the TBOC concerning any vote of Members, that written consent has been
given in accordance with the provisions of the TBOC and that any written notice required by the
TBOC has been given.
8.06 Action by Telephone Conference or Other Remote Communications Technology.
Members may participate in and hold a meeting by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can hear each other.
Or, another suitable electronic communications system may be used including video-conferencing
technology or the Internet, but only if each member entitled to participate in the meeting consents to
the meeting being held by means of that system and the system provides access to the meeting in a
manner or using a method by which each member participating in the meeting can communicate
concurrently with each other participant. Participation in such meeting shall constitute attendance
and presence in person at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground that the meeting is not
lawfully called or convened.
8.07 Classes of Members; Voting. At an annual or special meeting called for that
purpose, the Members may from time to time establish classes or groups of Members. One or more
of the Members' groups or classes may have certain expressed relative rights, powers, and duties,
including voting rights, to be established at the time when the classes or groups are created, with
seniority granted to one or more class or group as designated by the Members.
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ARTICLE IX
OFFICERS
9.01 Qualification . The Managing Members may, from time to time, designate one or
more persons to be officers of the Company. No officer need be a resident of the State of Texas, a
Member or a Managing Member. Any officers so designated shall have such authority and perform
such duties as the Managing Members may, from time to time, delegate to them. The Managing
Members may assign titles to particular officers. Unless the Managing Members decide otherwise, if
the title is one commonly used for officers of a business corporation, the assignment of such title
shall constitute the delegation to such officer of the authority and duties that are normally associated
with that office, subject to any specific delegation of authority and duties made to such officer by the
Managing Members pursuant to this paragraph. Each officer shall hold office until his successor
shall be duly designated and qualify for such office, until his death, or until he shall resign or shall
have been removed in the manner hereinafter provided. Any vacancy occurring in any office of the
Company may be filled by the Managing Members. Any number of offices may be held by the one
person.
9.02 Compensation. The salaries or other compensation, if any, of the officers and agents
of the Company shall be fixed from time to time by the Managing Members. However, election or
appointment of an officer or agent shall not of itself, nor shall anything in this Agreement, create
contract rights.
9.03 Resignation. Any officer may resign as such at any time. Such resignation shall be
made in writing and shall take effect at the time specified therein, or if no time be specified, at the
time of its receipt by the Managing Members. The acceptance ofa resignation shall not be necessary
to make it effective, unless expressly so provided in the resignation.
9 .04 Removal. Any officer may be removed as such, either with or without cause, by the
Managing Members whenever in their judgment the best interests of the Company will be served
thereby; provided, however, that such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
ARTICLEX
INDEMNIFICATION
I 0.0 I Right to Indemnification. Subject to the limitations and conditions as provided in
this Article, each person who was or is made a party or is threatened to be made a party to or is
involved in any Proceeding, or any appeal in such a Proceeding, or any inquiry or investigation that
could lead to such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a Member or Managing Member of the Company or while a
Member or Managing Member of the Company is or was serving at the request of the Company as a
Managing Member, director, officer, partner, venturer, proprietor, trustee, employee, agent, or
17
similar functionary of another foreign or domestic limited liability company, corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall
be indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or
may hereafter be amended (but, in the case of any such amendment, only to the extent that such
amendment perm its the Company to provide broader indemnification rights than said law permitted
the Company to provide prior to such amendment) against judgments, penalties (including excise and
similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without
limitation, attorney's fees) actually incurred by such person in connection with such Proceeding, and
indemnification under this Article shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to
this Article shall be deemed contract rights, and no amendments, modification or repeal of this
Article shall have the effect of limiting or denying any such rights with respect to actions taken or
Proceeding arising prior to any such amendment, modification or repeal. It is expressly
acknowledged that the indemnification provided in this Article could involve indemnification for
negligence or under theories of strict liability.
I 0.02 Advance Payment. The right to indemnification conferred in this Article shall
include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a
person of the type entitled to be indemnified under paragraph 10.01 of this Agreement who was, is or
is threatened to be made a named defendant or respondent in a Proceeding in advance of the final
disposition of the Proceeding and without any determination as to the person's ultimate entitlement
to indemnification; provided, however, that the payment of such expenses incurred by any such
person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the
Company of a written affirmation by such person of his or her good faith belief that he has met the
standard of conduct necessary for indemnification under this Article and a written undertaking, by or
on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that
such indemnified person is not entitled to be indemnified under this Article or otherwise.
I 0.03 Indemnification of Officers, Employees and Agents. The Company, by adoption of
a resolution of the Managing Members, may indemnify and advance or reimburse expenses to an
officer, employee or agent of the Company to the same extent and subject to the same conditions
under which it may indemnify and advance expenses to Managing Members under this Article; and,
the Company may indemnify and advance or reimburse expenses to persons who are not or were not
Managing Members, officers, employees, or agents of the Company but who are or were serving at
the request of the Company as a Managing Member, director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or domestic limited liability
company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise against any liability asserted against him and incurred by him in such a capacity or
arising out of his status as such a person to the same extent that it may indemnify and advance
expenses to Managing Members under this Article.
10.04 Appearance as a Witness. Notwithstanding any other provision of this Article, the
Company may pay or reimburse expenses incurred by a Member or Managing Member in connection
18
with his appearance as a witness or other participation in a Proceeding at a time when he is not a
named defendant or respondent in the Proceeding.
I 0.05 Nonexclusivity of Rights. The right to indemnification and the advancement and
payment of expenses conferred in this Article shall not be exclusive of any other right which a
Member or Managing Member or other person indemnified pursuant to paragraph I 0.03 of this
Agreement may have or hereafter acquire under any law (common or statutory), provision of the
Certificate of Formation or this Agreement, agreement, vote of disinterested Managing Members or
otherwise.
10 .06 Insurance. The Company may purchase and maintain insurance, at its expense, to
protect itself and any person who is a Member or was serving as a Managing Member, officer,
employee or agent of the Company or is or was serving at the request of the Company as a Managing
Member, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic limited liability company, corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under this Article.
10 .07 Member Notification. To the extent required by law, any indemnification of or
advance of expenses to a Member or Managing Member in accordance with this Article shall be
reported in writing to the Members with or before the notice or waiver of notice of the next
Members' meeting or with or before the next submission to Members ofa consent to action without
a meeting and, in any case, within the twelve month period immediately following the date of the
indemnification or advance.
I 0.08 Savings Clause. If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and
hold harmless each Member or Managing Member or any other person indemnified pursuant to this
Article as to costs, charges, and expenses (including attorney's fees),judgments, fines and amounts
paid in settlement with respect to any action, suit or Proceeding, whether civil, criminal,
administrative or investigative to the full extent permitted by any applicable portion of this Article
that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE XI
TAXES
11.01 Tax Returns. The Managing Members shall cause to be prepared and filed all
necessary federal and state income tax returns for the Company, including making the elections
described in paragraph 11 .02 of this Agreement. Each Member shall furnish to the Managing
Members all pertinent information in its possession relating to Company operations that is necessary
to enable the Company's income tax returns to be prepared and filed.
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11 .02 Tax Elections. The Company shall make the following elections on the appropriate
tax returns:
(a) to adopt the calendar year as the Company's fiscal year;
(b) to adopt the cash method of accounting for keeping the Company's books and
records;
(c) if a distribution of Company property as described in Section 734 of the Internal
Revenue Code occurs or if a transfer of a Membership Interest as described in Section 743 of
the Internal Revenue Code occurs, on written request of any Member, to elect, pursuant to
Section 754 of the Internal Revenue Code, to adjust the basis of Company properties;
(d) to elect to amortize the organizational expenses of the Company and the startup
expenditures of the Company under Section 195 of the Internal Revenue Code ratably over a
period of sixty (60) months as permitted by Section 709(b) of the Internal Revenue Code;
and
(e) any other election the Managing Members may deem appropriate and in the best
interest of the Members.
Neither the Company nor any Member may make an election for the Company to be excluded from
the application of the provisions of subchapter K of chapter I subtitle A of the Internal Revenue
Code or any similar provisions of applicable state law, and no provision of this Agreement shall be
construed to sanction or approve such an election.
11.03 "Tax Matters Partner." A majority of the Managing Members shall designate one
Managing Member that is a Member to be the "tax matters partner" of the Company pursuant to
Section 6231 (a)(7) of the Internal Revenue Code; or, if there is no Managing Member that is a
Member, the "tax matters partner" shall be a Member that is designated as such by a Simple
Majority. Any Member who is designated "tax matters partner" shall take such action as may be
necessary to cause each other Member to become a "notice partner" within the meaning of Section
6223 of the Internal Revenue Code. Any Member who is designated "tax matters partner" shall
inform each other Member of all significant matters that may come to its attention in its capacity as
"tax matters partner" by giving notice thereof on or before the fifth Business Day after becoming
aware thereof and, within that time, shall forward to each other Member copies of all significant
written communications it may receive in that capacity. Any Member who is designated "tax matters
partner" may not take action contemplated by Section 6222 through 6232 of the Internal Revenue
Code without the consent of a Simple Majority, but this sentence does not authorize such Managing
Member (or any other Managing Member) to take any action left to the determination of an
individual Member under Sections 6222 through 6232 of the Internal Revenue Code.
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ARTICLE XII
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
12.0 I Maintenance of Books. The Company shall keep books and records ofaccounts and
shall keep minutes of the proceedings of its Members, its Managing Members and each committee of
the Managing Members. The books of account for the Company shall be maintained on a cash basis
in accordance with the terms of this Agreement, except that the Capital Accounts of the Members
shall be maintained in accordance with Article N of this Agreement. The calendar year shall be the
accounting year of the Company.
12.02 Accounts. The Managing Members shall establish and maintain one or more separate
bank and investment accounts and arrangements for Company funds in the Company name with
financial institutions and firms that the Managing Members determine. The Managing Members
may not commingle the Company's funds with the funds of any Member; however, Company funds
may be invested in a manner the same as or similar to the Managing Members' investment of their
own funds or investments by their Affiliates.
ARTICLE XIII
TRANSFERS
13.01 Limited Right to Transfer. No Member or Assignee shall make any Transfer of all
or any part of its Membership Interest, whether now owned or hereafter acquired, except (a) with the
consent of a Simple Majority of the Members; (b) as provided by Article XIV of this Agreement; (c)
as a Defaulting Member as provided by paragraph 15 .01 (f) of this Agreement; or (d) upon winding
up or termination, as provided by paragraph 16.03 of this Agreement. Any attempted Transfer by a
person of an interest or right, or any part thereof, in or in respect of the Company other than as
specifically provided by this Agreement shall be, and is hereby declared, null and void ab initio.
13.02 Rights of an Assignee.
(a) Unless and until an Assignee becomes a Substituted Member of the Company as
provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain, loss,
deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the
extent these items were assigned, and (ii) reasonable information or account of transactions of the
Company and to make reasonable inspection of the books and records of the Company. The
Membership Interest of the Assignee shall not be considered in the voting requirements of the
Company, and the Assignee shall have no right to participate in the operations or management of the
Company.
(b) ln the event that the Members make additional contributions to the Company
which the Membership Interest is held by an Assignee, the Assignor Member and its Assignee shall
be jointly and severally liable for the corresponding contribution in connection with the Membership
Interest held by Assignee. If the Assignor Member or Assignee does not make such contribution in
21
accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall be
treated as being in Default. In the event that one or more new Members are admitted into the
Company, or one or more existing Members increase their Membership Interest, the Membership
Interest of the Assignee may be correspondingly reduced and no consent or other action on the part
of such Assignee shall be required.
13 .03 Legal Opinion. For the right of a Member to transfer a Membership Interest or any
part thereof or of any Person to be admitted to the Company in connection therewith to exist or be
exercised, the Company must receive an opinion from legal counsel acceptable to the Managing
Members that states (a) the Transfer is exempt from registration under federal and state securities
laws, (b) the Transfer will not cause the Company to be in violation of federal and state securities
laws, (c) the Transfer will not adversely affect the status of the Company as a partnership under the
Internal Revenue Code or Treasury Regulations, and (d) the Transfer will not result in the
Company's being considered to have terminated within the meaning of the Internal Revenue Code or
Treasury Regulations. The Managing Members, however, may waive the requirements of this
paragraph.
13 .04 Admission as Substituted Member. An Assignee has the right to be admitted to the
Company as a Substituted Member with the Percentage Interest and the Capital Commitment so
transferred to such person, in the event that:
(a) the Member making such Transfer grants the Assignee the right to be so admitted;
(b) such Transfer is consented to in accordance with paragraph 13 .01 of this
Agreement; and
( c) a written, signed and dated instrument evidencing the Transfer has been filed with
the Company in form and substance reasonably satisfactory to the Managing Members, and
said instrument contains (i) the agreement by the Assignee to be bound by all of the terms
and provisions of this Agreement, (ii) any necessary or advisable representations and
warranties, including that the Transfer was made in accordance with all applicable laws,
regulations, and securities laws, (iii) the Percentage Interests and the Capital Commitments
after the Transfer of the Member effecting the Transfer and the person to which the
Membership Interest of part thereof is transferred (which together must total the Percentage
Interest and the Capital Commitment of the Member effecting the Transfer before the
Transfer) and (iv) the name, address and any other pertinent information necessary for
amended Exhibit A and to make distributions.
13.05 Transfer to Existing Member. In the event ofa Transfer to an existing Member, the
existing Member shall be automatically deemed to be a Substituted Member.
13.06 Third Party Offer. In the event a Member desires to sell all or any portion of its
Membership Interest to another person (other than an existing Member), the selling Member shall
22
first offer to sell the Membership Interest to the other existing Members. Upon the receipt of an
offer from a Third Party to purchase such Membership Interest, the selling Member shall promptly
deliver a copy of the Third Party offer to all other Members. Each Member will have fifteen (15)
days from the date ofreceipt of the Third Party offer to notify the selling Member in writing that the
other Member intends to purchase the Membership Interest upon the terms and conditions of the
Third Party offer. If more than one other Member desires to purchase the Membership Interest, each
of the purchasing Members shall purchase a portion of the Membership Interest that is proportional
to that Member's Percentage Interest. If none of the other Members give notification within fifteen
( 15) days of an intention to purchase the Membership Interest, then the selling Member shall be
permitted to sell the Membership Interest to the Third Party upon the terms and conditions of the
Third Party offer.
13.07 Reasonable Expenses. The Member effecting a Transfer and the Substituted
Member shall pay, or reimburse the Company for, all costs incurred by the Company in connection
with the admission of the Substituted Member (including, without limitation, the legal fees incurred
in connection with the legal opinions referred to in paragraph 13 .03 of this Agreement) on or before
the tenth (I 0th) day after the receipt by that person of the Company's invoice for the amount due. If
payment is not made by the date due, the person owing the amount shall pay interest on the unpaid
amount from the date due until paid at a rate per annum equal to the Default Interest Rate.
ARTICLE XIV
BUYOUT OF MEMBERSHIP INTEREST
14.0 I Termination of Marital Relationship.
(a) If the marital relationship of a Member is terminated by death or divorce and such
Member does not succeed to all of such Member's spouse's community or separate interest, ifany, in
the Membership Interest (such spouse is referred to hereafter in this Article as the "Assignee
Spouse"), either as outright owner of such Membership Interest or as a trustee of a trust holding such
Membership Interest, whether or not such Member is a beneficiary of such trust, then such Member
shall have the option to purchase at Fair Value (determined as of the date of the death or divorce of
the Member) the Assignee Spouse's interest in the Membership Interest to which such Member does
not succeed. Such option must be exercised within ninety (90) days after the death of or the
Member's divorce from the Assignee Spouse. Should the Member fail to exercise such option
within such 90-day period, then the Company shall have the option to purchase such Membership
Interest at Fair Value for a period of ninety (90) days after the lapse of the initial 90-day period.
(b) Any Membership Interest of the Company held by a Member as a trustee of a trust
as a result of the death of or the Member's divorce from the Assignee Spouse shall be treated as
owned by such Member for purposes of this agreement. If such Member ceases to act as trustee of
such trust for any reason, then such Member shall have the option to purchase all of the Membership
Interest at Fair Value held in such trust. Such option must be exercised within ninety (90) days after
such Member ceases to act as trustee of such trust. Should such Member fail to exercise such option
23
within such 90-day period, then the Company shall have the option to purchase such Membership
Interest for a period of ninety (90) days after the lapse of the initial 90-day period.
14.02 Death of Member. Commencing upon the death of a Member, the surviving
Members shall for a period ofninety (90) days have the option to purchase all or any portion of the
deceased Member's Membership Interest at Fair Value (determined as of the date of the death of the
Member); provided, however, the exercise of said option shall require the approval of a Simple
Majority of the surviving Members. Upon the expiration of ninety (90) days after the death of a
Member, the Company may purchase all, and not less than all, of the deceased Member's
Membership Interest at Fair Value which the surviving Members do not elect to purchase pursuant to
the option granted in the preceding sentence. The Assignee (which may include spouse and
executors or administrators of the deceased Member) shall sell all of the deceased Member's
Membership Interest to the Company and/or the other Members in accordance with the option or
obligation established by this paragraph.
14.03 Bankruptcy of Member. If any Member becomes a Bankrupt Member, the
Company shall have the option, exercisable by notice from the Managing Members to the Bankrupt
Member (or its representative) at any time prior to the one hundred eightieth (180th) day after receipt
of notice of the occurrence of the event causing it to become a Bankrupt Member, to purchase all or
any portion of the Bankrupt Member's Membership Interest at Fair Value (determined as of the date
that notice of the exercise of such option is given by the Managing Members); provided, however,
the exercise of said option shall require the approval of a Simple Majority of the other Members. In
the event that notice of the exercise of such option is given by the Managing Members to the
Bankrupt Member (or its representative), the Bankrupt Member shall sell its interest to the Company
as provided by this Article.
14.04 Insufficient Surplus. If the Company shall not have sufficient surplus to permit it
lawfully to purchase the Membership Interest under paragraph 14.01 , 14.02 or 14.03 of this
Agreement at the time of the closing, the other Members may take such action to vote their
respective Membership Interests to reduce the capital of the Company or to take such other steps as
may be appropriate or necessary in order to enable the Company lawfully to purchase such
Membership Interest.
14.05 Option by Other Members. If the Company fails or declines to exercise an option to
purchase a Membership Interest of a Member as provided by this Agreement within the period of
time specified for such option, then the other Members shall have the option for a period of ninety
(90) days thereafter to purchase such Membership Interest in such proportions as they mutually agree
or in proportion to their respective Percentage Interests for the same price and upon the same terms
available to the Company.
14.06 Exercise of Option. Any option to purchase a Membership Interest as provided by
this Agreement shall be deemed exercised at the time the purchasing party delivers to the selling
party written notice of intent to exercise such option along with an initial payment in the form of a
24
certified or cashier's check in the amount of ten percent (10%) of the estimated purchase price
anticipated by the purchaser, in person or by United States registered mail, properly stamped and
addressed to the last known address of the selling party.
14.07 Determination of Fair Value. The "Fair Value" of a Membership Interest shall be
the amount that would be distributable to the Member holding such interest in the event that the
assets of the Company were sold for cash and the proceeds, net ofliabilities, were distributed to the
holders of all Membership interests pursuant to this Agreement. in the event that the Fair Value ofa
Membership Interest is to be determined under this Agreement, the Managing Members shall select a
qualified independent appraiser to make such determination, and the Managing Members shall make
the books and records available to the appraiser for such purpose. The determination of Fair Value
made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all
Assignees of a Membership Interest.
14.08 Fees and Expenses of Appraiser. In the case of a purchase and sale of Membership
Interest under paragraph 14.01 or 14.02 of this Agreement (in the event of death or divorce of a
Member), the fees and expenses of such appraiser shall be paid by the Company. in the case of a
purchase and sale of Membership interest under paragraph 14.03 or 15.01 (in the event of the
bankruptcy or default of a Member), the fees and expenses of such appraiser shall be paid by the
Bankrupt Member or Defaulting Member, by deducting at closing such fees and expenses from the
purchase price to be paid to such Bankrupt Member or Defaulting Member, and remitting the same
to the Company. Otherwise, the fees and expenses of such appraiser shall be shared equally by the
purchaser and seller.
14.09 Right to Withdraw Option. In the event that a Member has exercised an election to
purchase a Membership Interest under this Agreement and Fair Value has been determined as
provided by paragraph 14.07 of this Agreement, such Member may elect to terminate its right to
purchase within fifteen ( 15) days following its receipt of the determination of Fair Value, by delivery
of written notice to the Company and to the Assignee. In such an event, the initial payment shall be
returned to the Member withdrawing the option, and the other Members may elect to purchase the
Membership interest (or portion thereof) in such proportions as they mutually agree or in proportion
to their respective Percentage interests.
14.10 Terms of Purchase.
(a) The closing date for any sale and purchase made pursuant to this Article shall be
the later of (i) thirty (30) days after the notice of the exercise of option has been received by the
selling party, or (ii) thirty (30) days after the parties have received notice of the Fair Value of the
Membership Interest.
(b) Payment of the purchase price for a Membership Interest may be made by the
Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of
the Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the
25
General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly
installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser
shall have the right to pay all or any part of such obligation at any time or times in advance of
maturity without penalty. In the event that the Company becomes a party to a Fundamental Business
Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30)
days of the date that the Company becomes a party to such transaction.
(c) At the closing, the person selling the Membership Interest will transfer the
Membership Interest free and clear of any liens or encumbrances, other than those which may have
been created to secure any indebtedness or obligations of the Company.
(d) Jn each event that a Membership Interest in the Company is purchased as
described in this Agreement, upon the execution and delivery of the notes or payment of the cash as
required herein, this Agreement shall operate as an automatic transfer to the purchaser of the
Membership Interest in the Company. The payment to be made to the selling Member, Assignee, or
its representative shall constitute complete release, liquidation and satisfaction of all the rights and
interest of the selling Member, Assignee, or its representative (and of all persons claiming by,
through, or under the selling Member, Assignee, or its representative) in and in respect of the
Company, including, without limitation, any Membership Interest, any rights in specific Company
property, and any rights against the Company and (insofar as the affairs of the Company are
concerned) against the Members. The parties shall perform such actions and execute such
documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and
release as provided by this paragraph.
ARTICLE XV
DEFAULT OF A MEMBER
15 .01 Failure to Contribute. If a Member does not contribute by the time required all or
any portion of a Capital Contribution that Member is required to make as provided in this
Agreement, the Company may exercise, on notice to that Member (the "Defaulting Member"), one or
more of the following remedies:
(a) taking such action (including, without limitation, court proceedings) as the
Managing Members may deem appropriate to obtain payment by the Defaulting Member of
the portion of the Defaulting Member's Capital Contribution that is in default, together with
interest thereon at the Default Interest Rate from the date that the Capital Contribution was
due until the date that it is made, all at the cost and expense of the Defaulting Member;
(b) permitting the other Members in proportion to their Percentage Interests or in such
other percentages as they may agree (the "Lending Member," whether one or more), to
advance the portion of the Defaulting Member's Capital Contribution that is in default, with
the following results:
26
(i) the sum advanced constitutes a loan from the Lending Member to the
Defaulting Member and a Capital Contribution of that sum to the Company by the
Defaulting Member pursuant to the applicable provisions of this Agreement,
(ii) the principal balance of the loan and all accrued unpaid interest thereon is
due and payable in whole on the tenth (I 0th) day after written demand therefor by the
Lending Member to the Defaulting Member,
(iii) the amount lent bears interest at the Default Interest Rate from the day
that the advance is deemed made until the date that the loan, together with all interest
accrued on it, is repaid to the Lending Member,
(iv) all distributions from the Company that otherwise would be made to the
Defaulting Member (whether before or after termination of the Company) instead
shall be paid to the Lending Member until the loan and all interest accrued on it have
been paid in full to the Lending Member (with payments being applied first to
accrued and unpaid interest and then to principal),
(v) the payment of the loan and interest accrued on it is secured by a security
interest in the Defaulting Member's Membership Interest, as more fully set forth in
paragraph 15.02 of this Agreement, and
(vi) the Lending Member has the right, in addition to the other rights and
remedies granted to it pursuant to this Agreement or available to it at law or in equity,
to take any action (including, without limitation, court proceedings) that the Lending
Member may deem appropriate to obtain payment by the Defaulting Member of the
loan and all accrued and unpaid interest on it, at the cost and expense of the
Defaulting Member;
( c) exercising the rights of a secured party under the Uniform Commercial Code of
the State of Texas;
(d) reducing the Defaulting Member's Membership Interest or other interest in the
Company;
(e) subordination of the Defaulting Member's Membership Interest to the
nondefaulting Member;
(t) a forced sale of the Defaulting Member's Membership Interest at Fair Value and
upon the terms of purchase as provided in Article XIV;
(g) forfeiture of the Defaulting Member's Membership Interest; or
27
(h) exercising any other rights and remedies available at law or in equity.
15.02 Security. Each Member grants to the Company, and to each Lending Member with
respect to any loans made by the Lending Member to that Member as a Defaulting Member under
this Article, as security, equally and ratably, for the payment of all Capital Contributions that
Member has agreed to make and the payment of all loans and interest accrued on them made by
Lending Members to that Member as a Defaulting Member pursuant to paragraph 15 .01 (b) of this
Agreement, a security interest in , and a general lien on its Membership Interest and the proceeds
thereof, all under the Uniform Commercial Code of the State of Texas. It is expressly agreed that the
security interest created thereby shall be governed by Chapter 8 of the Uniform Commercial Code of
the State of Texas. On any default in the payment of a Capital Contribution or in the payment of
such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled
to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of
Texas with respect to the security interest granted in this Article. Each Member shall execute and
deliver to the Company and the other Members all financing statements and other instruments that
the Managing Members or the Lending Member, as applicable, may request to effectuate and carry
out the preceding provisions of this Article. At the option of the Managing Members or a Lending
Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing
statement.
15.03 Compromise or Release. The obligation of a Defaulting Member or its legal
representative or successor to make a contribution or otherwise pay cash or transfer property or to
return cash or property paid or distributed to the Defaulting Member in violation of the TBOC or this
Agreement may be compromised or released only with the approval of a Simple Majority of the other
Members. Notwithstanding the compromise or release, a creditor of the Company who extends
credit or otherwise acts in reasonable reliance on that obligation, after the Member signs a writing
that reflects the obligation and before the writing is amended or canceled to reflect the compromise
or release, may enforce the original obligation.
15.04 Expulsion. A Member may be expelled from the Company by unanimous vote ofall
other Members (not including the Member to be expelled) if that Member (a) has willfully violated
any provision of this Agreement; (b) committed fraud , theft, or gross negligence against the
Company or one or more Members of the Company, or (c) engaged in wrongful conduct that
adversely and materially affects the business or operation of the Company. Such a Member shall be
considered a Defaulting Member, and the Company or other Members may also exercise any one or
more of the remedies provided for in Article 15.01. The Company may offset any damages to the
Company or its Members occasioned by the misconduct of the expelled Member against any
amounts distributable or otherwise payable by the Company to the expelled Member.
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ARTICLE XVI
WINDING UP AND TERMINATION
16.0 I Event Requiring Termination. The Company shall begin to wind up its affairs upon
the first of the following to occur:
(a) the execution of an instrument approving the termination of the Company by a
Simple Majority of the Members;
(b) the occurrence of any event that terminates the continued membership of the last
remaining Member of the Company; provided, however, that the Company is not dissolved
if, no later than ninety (90) days after the termination of the membership of the last remaining
Member, the legal representative or successor of the last remaining Member agrees to cancel
the event requiring winding up, to continue the Company and to become a Member, or to
designate another person who agrees to become a Member, as of the date of termination of
the membership of the last remaining Member;
(c) entry of a decree of judicial dissolution of the Company;
(d) the occurrence of a nonwaivable event under the terms of the TBOC which
requires the Company to be terminated; or
(e) by the act of a Simple Majority of the Members, if no capital has been paid into
the Company, and the Company has not otherwise commenced business.
16 .02 Business May Be Continued. Except as provided in paragraph 16.01 (b) of this
Agreement:
(a) an event that requires the winding up of the Company's business shall not
terminate the Company if, no later than one year after the date of the event, the Members
unanimously consent to cancel the event requiring winding up.
(b) the expiration of a period of duration that requires the winding up of the
Company's business shall not terminate the Company if, no later than three years after the
date the period of duration expires, the Members unanimously consent to amend the
Company's Certificate of Formation and this Agreement to extend the Company's period of
duration.
16.03 Purchase of Former Member's Membership Interest. Upon an event requiring
winding up as provided in 16.0 I of this Agreement, the Company's books shall be closed upon the
date of such event, so as to determine the Former Member's Membership Interest value on the date
ending all of the Former Member's financial interest in the Company. Within one hundred eighty
29
(180) days of such event, the Company shall purchase the Former Member's Membership Interest at
Fair Value (as determined by paragraph 14.07 of this Agreement), upon terms of purchase as
provided in Article XIV of this Agreement.
16.04 Liquidation. As soon as possible following an event requiring termination of the
Company, the Managing Members shall act as liquidator or may appoint one or more Managing
Members or Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of
the Company and make final distributions as provided herein and in the TBOC. The costs of
liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall
continue to operate the Company properties with all of the power and authority of the Managing
Members. The steps to be accomplished by the liquidator are as follows:
(a) as promptly as possible after such event and again after final liquidation, the
liquidator shall cause a proper accounting to be made by a recognized firm of certified public
accountants of the Company's assets, liabilities, and operations through the last day of the
calendar month in which the termination occurs or the final liquidation is completed, as
applicable;
(b) the liquidator shall cause the notice described in Section 11 .052 of the TBOC to
be delivered to each known claimant against the Company;
(c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts,
liabilities and obligations of the Company (including, without limitation, all expenses
incurred in liquidation and any advances described in paragraph 4.04 of this Agreement) or
otherwise make adequate provision for payment and discharge thereof (including, without
limitation, the establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidator may reasonably determine); and
(d) all remaining assets of the Company shall be distributed to the Members as
follows:
(i) the liquidator may sell any or all Company property, including to
Members, and any resulting gain or loss from each sale shall be computed and
allocated to the Capital Accounts of the Members;
(ii) with respect to all Company property that has not been sold, the fair
market value of that property shall be determined and the Capital Accounts of the
Members shall be adjusted to reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that has not been reflected in the
Capital Accounts previously would be allocated among the Members if there were a
taxable disposition of that property for the fair market value of that property on the
date of distribution; and
30
(iii) Company property shall be distributed among the Members in accordance
with the positive Capital Account balances of the Members, as determined after
taking into account all Capital Account adjustments for the taxable year of the
Company during which the I iquidation of the company occurs (other than those made
by reason of this clause (iii)); and those distributions shall be made by the end of the
taxable year of the Company during which the liquidation of the Company occurs (or,
if later, ninety (90) days after the date of liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for
costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to
the date of termination and those costs, expenses, and liabilities shall be allocated to the di stributee
pursuant to this paragraph. Upon completion of all distributions to the Member, such distribution
shall constitute a complete return to the Member of its Capital Contributions and release all claims
against the Company. To the extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.
16 .05 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this
Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the
deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and
losses of the Company (including non-cash items such as depreciation), or distributions of money
pursuant to this Agreement to all Members in proportion to their respective Percentage Interests,
upon termination of the Company such deficit shall not be an asset of the Company and such
Members shall not be obligated to contribute such amount to the Company to bring the balance of
such Member's Capital Account to zero.
16.06 Certificate of Termination. On completion of the distribution of Company assets as
provided herein, the Company is terminated, and the Managing Members (or such other person or
persons as the TBOC may require or permit) shall execute, acknowledge and cause to be filed a
Certificate of Termination, at which time the Company shall cease to exist as a limited liability
company.
ARTICLE XVII
AMENDMENT OR MODIFICATION
17.0 I Amendment or Modification. This Agreement may be amended or modified from
time to time only with a written instrument executed by a Simple Majority of the Members.
17.02 Special Provisions for Certain Amendments or Modifications.
(a) An amendment or modification reducing a Member's Percentage Interest or
increasing its Capital Commitment (other than to reflect changes otherwise provided by this
Agreement) is effective only with that Member's consent.
31
(b) An amendment or modification reducing the required Percentage Interest or other
measure for any consent or vote in this Agreement is effective only with the consent or vote of
Members having the Percentage Interest or other measure theretofore required.
(c) An amendment to establish the relative rights and preferences of the Membership
Interests of any class or series may be made by a committee of Managing Members, within the
authority of Managing Members or otherwise provided in the Certificate of Formation, the TBOC, or
resolutions by Members forming the committee.
( d) An amendment or modification made solely to reflect the admission or withdrawal
of a Member (such as to Exhibit A) need not be approved by any Member ifthe requirements set
forth in this Agreement with respect to the admission or withdrawal of the Member are otherwise
satisfied.
ARTICLE XVIII
GENERAL PROVISIONS
18.01 Construction. Whenever the context requires, the gender of all words used in this
Agreement includes the masculine, feminine, and neuter. In the event there is only one Member,
then references to Members in the plural should be construed as singular; likewise, in the event there
is only one Managing Member, then references to Members in the plural should also be construed as
singular.
18.02 Offset. Whenever the Company is to pay any sum to any Member, any amounts that
Member owes the Company may be deducted from that sum before payment.
18.03 Notices. Except as expressly set forth to the contrary in this Agreement, all notices,
requests, or consents provided for or permitted to be given under this Agreement must be in writing
and must be given either by depositing that writing in the United States mail, addressed to the
recipient, postage paid, and registered or certified with return receipt requested or by delivering that
writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or
consent given under this Agreement is effective on receipt by the person. All notices, requests, and
consents to be sent to a Member must be sent to or made at the addresses given for that Member on
Exhibit A or such other address as that Member may specify by notice to the other Members. Any
notice, request, or consent to the Company or the Managing Members must be given to the
Managing Members at the following address:
700 Prestwick Court
College Station, Texas 77845.
Whenever any notice is required to be given by law, the Certificate of Formation or this Agreement,
a written waiver thereof, signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
32
18.04 Entire Agreement; Supersedes Other Agreements. This Agreement includes the
entire agreement of the Members and their Affiliates relating to the Company and supersedes all
prior contracts or agreements with respect to the Company, whether oral or written.
18.05 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any
breach or default by any person in the performance by that person of its obligations with respect to
the Company is not a consent or waiver to or of any other breach or default in the performance by
that person of the same or any other obligations of that person with respect to the Company. Failure
on the part of a person to complain of any act of any person or to declare any person in default with
respect to the Company, irrespective of how long that failure continues, does not constitute a waiver
by that person of its rights with respect to that default until the applicable statute-of-limitations
period has run.
18.06 Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement,
this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal
representatives, successors, and assigns. However, unless and until properly admitted as a Member,
no Assignee will have any rights of a Member beyond those provided expressly set forth in this
Agreement or granted by the TBOC to assignees.
18.07 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE ST A TE OF TEXAS, EXCLUDING
ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE
GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF
ANOTHER JURISDICTION.
18.08 Severability. If any provision of this Agreement or the application thereof to any
person or circumstance is held invalid or unenforceable to any extent, the remainder of this
Agreement and the application of that provision to other persons or circumstances is not affected
thereby and that provision shall be enforced to the greatest extent permitted by law.
18.09 Further Assurances. In connection with this Agreement and the transactions
contemplated hereby, each Member shall execute and deliver any additional documents and
instruments and perform any additional acts that may be necessary or appropriate to effectuate and
perform the provisions of this Agreement and those transactions.
18.10 Waiver of Certain Rights. Each Member irrevocably waives any right it may have
to maintain any action for dissolution of the Company or for partition of the property of the
Company.
18.1 l Indemnification. To the fullest extent permitted by law, each Member shall
indemnify the Company, each Managing Member and each other Member and hold them harmless
from and against all losses, costs, liabilities, damages, and expenses (including, without limitation,
33
costs of suit and attorney's fees) they may incur on account of any breach by that Member of this
Agreement.
18.12 Counterparts. This Agreement may be executed in any number of counterparts with
the same effect as if all signing parties had signed the same instrument.
ARTICLE XIX
NOTICES AND DISCLOSURES
19.01 Compliance with Regulation D of the Securities Act of 1933. THE OWNERSHIP
INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STA TE SECURITIES LAWS. THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER
THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE MANAGING MEMBERS
(WHICH, IN THE DISCRETION OF THE MANAGING MEMBERS, MAY INCLUDE AN
OPINION OF COUNSEL) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER
DISPOSITION WILL NOT VIOLA TE APPLICABLE FEDERAL OR STA TE SECURITIES
LAWS. THE OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY
AGREEMENT ARE SUBJECT TO RESTRICTIONS ON THE SALE, PLEDGE, TRANSFER, OR
OTHER DISPOSITION AS SET FORTH IN THIS COMPANY AGREEMENT.
19.02 Notice to Members. By executing this Agreement, each Member acknowledges that
it has actual notice of all of the provisions of this Agreement, including, without limitation, the
restrictions on the transfer of Membership Interests set forth in this Agreement, and all of the
provisions of the Certificate of Formation. Except as otherwise expressly provided by law, each
Member hereby agrees that this Agreement constitutes adequate notice of any notice requirement
under Chapter 8 of the Uniform Commercial Code, and each Member hereby waives any
requirement that any further notice thereunder be given.
19.03 Limitation of Liability. Pursuant to Article 581-1 et seq. of the Texas Revised Civil
Statutes (the "Texas Securities Act"), the liability under the Texas Securities Act of a lawyer,
accountant, consultant, the firm of any of the foregoing, and any other person engaged to provide
services relating to an offering of securities of the Company ("Service Providers") is limited to a
maximum of three times the fee paid by the Company or seller of the Company's securities, unless
the trier of fact finds that such Service Provider engaged in intentional wrongdoing in providing the
services. By executing this Agreement, each Member hereby acknowledges the disclosure contained
in this paragraph.
34
IN WITNESS HEREOF, the Managing Members have adopted this Company Agreement
and the Members have executed this Company Agreement, as of the Effective Date.
MANAGING MEMBERS AND MEMBERS:
Ricardo Gutierrez
Date signed:
Shelly Gutierrez
Date signed:
35
EXHIBIT A
MEMBERS OF BGM INVESTMENTS, LLC
Member's Name and Address
Ricardo Gutierrez
700 Prestwick Court
College Station, Texas 77845
Shelly Gutierrez
700 Prestwick Court
College Station, Texas 77845
Initial Capital
Contribution
$ ___ _
$ ____ _
W:\Selby\JENNY FORMS\LLC FORMS\Company Agreement.Managed by Members.doc
36
Capital
Commitment
$ ___ _
$ ___ _
Percentage
Interest
%
%
UNANIMOUS WRITTEN CONSENT IN LIEU OF
ORGANIZATIONAL MEETING OF MANAGING MEMBERS OF
BGM INVESTMENTS, LLC
A TEXAS LIMITED LIABILITY COMP ANY
The undersigned, being the Managing Members named in BGM fNVESTMENTS, LLC's
(hereinafter the "Company") Certificate of Formation filed with the Secretary of State of Texas,
hereby adopts the following resolutions in lieu of an organizational meeting of the Managing
Members.
CERTIFICATE OF FORMATION
RESOLVED, that the acknowledgment of filing issued by the Secretary of State of Texas,
and the copy of the Certificate of Formation filed effective February 1, 2013, are accepted and
approved in all respects; and the Managing Members are directed to place same in the Company
record book.
COMPANY AGREEMENT
RESOLVED, that the form of the company agreement for regulating and managing
Company affairs submitted to the undersigned is approved and adopted as the Company Agreement
of the Company.
RESOLVED, that the Managing Members are directed to place the Company Agreement in
the Company record book, and maintain a copy of the Company Agreement at the Company's
principal office.
PRINCIPAL OFFICE
RESOLVED, that the Company's principal office be established and maintained at 700
Prestwick Court, College Station, Brazos County, Texas 77845, and that meetings of the Managing
Members from time to time may be held either at the Company's principal office or at such other
place as the Managing Members may select.
OFFICERS
RESOLVED, that the Company shall not have Officers at thi s time and the Company shall
be managed by its Managing Members. The current Managing Members are Ricardo Gutierrez and
Shelly Gutierrez.
MEMBERSHIP INTEREST CERTIFICATES
RESOLVED, that the specimen membership interest certificate proposed for use as the
Company's certificate for membership interest is adopted as the Company's form of Membership
Interest Certificate; and
RESOLVED FURTHER, that the specimen Membership Interest Certificate be appended to
the minutes of the meeting.
COMPANY RECORD BOOK
RESOLVED, that the Company, through its Managing Members, shall maintain and
authenticate in the Company record book the appropriate business records, including but not limited
to originals, copies or certified copies of the Company's Certificate of Formation, the
Acknowledgment of Filing, the Company Agreement, the Membership Interest transfer ledger,
minutes of the meetings and of other proceedings of the Members, Managing Members, and any
committee established by the Managing Members; and
RESOLVED FURTHER, that the Managing Members are to maintain in the Company
record book records pertaining to the issuance and transfer of Membership Interest in the
Membership Interest Certificate stubs and Membership Interest transfer ledger respectively.
MEMBERSHIP INTEREST ISSUED
RESOLVED, that the Managing Members be, and hereby are, authorized to issue from time
to time authorized Membership Interests of the Company for money paid, labor done, promissory
note, or personal property or real estate or leases thereofactually acquired and upon such terms as the
Managing Members in the Managing Members' discretion may determine; and
RESOLVED FURTHER, than an offer be issued to the following to purchase one hundred
percent (100%) of the Membership Interest of the Company in the percentages and for the
consideration indicated opposite each name:
Member's Name Member's Interest Consideration
Ricardo Gutierrez 50% $ ----
Shelly Gutierrez 50% $ __ _
RESOLVED, that the Managing Members are authorized to issue additional Membership
Interest to appropriately qualified purchasers.
COMMENCING BUSINESS
RESOLVED, that consideration has been received for the issuance of Membership Interest,
and that the Company consequently is able to commence and transact business and to incur
indebtedness.
W:\Davis Watson\CLOSED FILES\ 13-1056 BGM Investments, LLC (Rimrdo Gutierrez)IM inutes.Org Mtg.Managing Members.NO 2
OFFICERS.doc
ORGANIZATIONAL EXPENSES
RESOLVED, that the Company treasurer be and hereby is authorized to pay all charges and
expenses incident to or arising out of the organization of and to reimburse any person who has made
any disbursement therefor.
BANK ACCOUNT
RESOLVED, that the treasurer be and hereby is authorized to open a bank account on the
Company's behalf with any banks the Managing Members deem appropriate.
LICENSES AND PERMITS
RESOLVED, that Company officers are directed to obtain in the Company's name such
other licenses and tax permits as may be required for the conduct of Company business by any
federal, state, county, or municipal governmental statute, ordinance, or regulations, and are directed
and authorized to do all things necessary or convenient to qualify to transact Company business in
compliance with the laws and regulations of any appropriate federal, state, or municipal
governmental authority.
OTHER STA TES
RESOLVED, that for the purpose of authorizing the Company to do business in any state,
territory or dependency of the United States or any foreign country in which it is necessary or
expedient for the Company to transact business, the proper Company officers are hereby authorized
to appoint and substitute all necessary agents or attorneys for service of process, to designate and
change the location of all necessary statutory offices and to make and file all necessary certificates,
reports, powers of attorney and other instruments as may be required by the laws of such state,
territory, dependency or country to authorize the Company to transact business therein.
FISCAL YEAR
RESOLVED, that the Company fiscal year shall begin on January I, and end on December
31, subject to change by resolution, as appropriate, at the discretion of the Managing Members.
W:\Davis Watson\CLOSED FILES\13-1056 BGM Investments, LLC (Ricardo Gutierrez)\Minutes.Org Mtg.Managing Members.NO 3
OFFICERS.doc
CARRY ON BUSINESS
RESOLVED, that the signing of these minutes shall constitute full consent, confirmation,
ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the
resolutions herein adopted and waiver of notice of the meeting by the signatories.
Dated:
RICARDO GUTIERREZ
SHELLY GUTIERREZ
W:\Davis Watson\CLOSED F!LES\13-1056 BGM Investments, LLC (Ricardo Gutierrez)\Minutes.Org. Mtg.Managing Members.NO 4
OFFICERS.doc
Corporations Section
P.O.Box 13697
Austin. Texas 78711-3697
February 01, 2013
Attn : WATSON LAW FIRM, L.L.P .
WATSON LAW FIRM, L.L.P.
2100 E. VILLA MARlA, SUITE 102
Bryan, TX 77802 USA
RE: BGM Investments, LLC
File Number: 801726335
John Steen
Secretary of State
It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing
evidencing the existence of the newly created domestic limited liability company (Ile).
Unless exempted, the entity formed is subject to state tax laws, including franchise tax laws. Shortly,
the Comptroller of Public Accounts will be contacting the entity at its registered office for information
that will assist the Comptroller in setting up the franchise tax account for the entity. lnformation about
franchise tax, and contact information for the Comptroller's office, is available on their web site at
]1ttp://wi ndow.state.tx.us/taxinfo/franchise/index.html .
The entity formed does not file annual reports with the Secretary of State. Documents will be filed
with the Secretary of State if the entity needs to amend one of the provisions in its certificate of
formati on . lt is important for the entity to continuously maintai n a registered agent and office in
Texas. Failure to maintain an agent or office or file a change to the information in Texas may result in
the involuntary termination of the entity.
If we can be of further service at any time, please let us know.
Sincerely,
Corporations Section
Business & Public Filings Division
(512) 463-5555
Enclosure
Come visit us on the intemer at htrp:llwww.sos.state. rx.usl
Phone: (512) 463-5555
Prepared by: Delores Ei tt
Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
TTD: 10285 Document : 463926730002
Corporations Section
PO.Box 13697
Austin. Texas 78711-3697
Office of the Secretary of State
CERTIF.ICA TE OF FILING
OF
BGM Investments, LLC
File Number: 801726335
John Steen
Secretary of State
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
above named Domestic Limited Liability Company (LLC) has been received in this office and has been
found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by Jaw, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 01/3112013
Effective: 01/31 /2013
Phone: (512) 463-5555
Prepared by: Delores Ein
John Steen
Secretary of State
Come visit us on the internet a/ htip:llwww.sos.s1ate.1x.us/
Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
TID: 10306 Document: 463926730002
T ' ~~~~~~~~~----'i
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
FAX: 512/463-5709
Filing Fee: $300 Certificate of Formation
Limited Liability Company
Filed in the Office of the
Secretary of State of Texas
Filing#: 801726335 01/31/2013
Document #: 463926730002
Image Generated Electronically Ii
for Web Filing
·---·-·-·· .. ---··'
Article 1 -Entity Name and f ype
,fhe~·ri1rng ··en-fifY. b·erng fo-rffied ··;s ·a 1imhed-ffafifiiiY··cornpan·y~ the ·na·rne-o"f-th·e··enfity··is·:· · ..... -·· ·····-----................. · ..
BGM Investments. LLC
Article 2 -Registered Agent and Registered Office
I A. The initial registered agent is an· organization (cannot be company named above) by the name of:
OR ' WB. The initial registered agent is an ind.ividual resident of the state whose name Ts-set-forth-belO~: .. ----...... -.... - . '
···-········· .. ~-· --···-·· ···········-.. ··-·-···-·· .......... ··-·· ....... .. .. . .. Name:
Ricardo Gutierrez
C . The business address of the registered agent and the registered office address is: stre·e1·Actdress·:-·· ----~~-.. --· ··-.,---····---·-· ··--··-···--·--·· .. · ·· ·· ··-··--· -·
700 Prestwick Court College Station TX 77845
Consent of Registered Agent
r A. A copy of the consent of registered agent is attached.
OR
P s: The consent of the registered agent is maintained by the entity.
·Art;c1e-3··:-a«>Vf;r·nTng·AUthori·ty···-····-······-···-····-····--·-····--~--.. --... n.---···~·-·-·-····-
r .A.: rtie-nrTiiteci iiability-company.is.to.be ·n:ian-ageci by managers. ... . .. .. _,
OR j
:p-·i3..riie··;;m11eci ii"atiiiii;, ·c;;;:npa·n·y-wffi-r10i h"a·.;·e-·m-an·a-9·ers-:--Mana9e.meii"i""Ci"iiieco·n:1i)a·r;·y-i·s-·rese.iVeci 10· !tie.members".·-:
The names and addresses of the governing persons are set forth below: ! ···-·····--·------···-···-·······-·-·-·-··-·--·--··· .. ···-.................... -· ·-·--'. ..... •.. ···---·--· -···----·
.Managing Member 1: Shelly Gutierrez ~Title: Managing Member
~cicir;~~-:--700.Pr(istwiCi<-court ... College station rx, usA 17845 . ----.... --··-·' '
Managing Member 2: Ricardo Gutierrez Title: Managing Member
Address: 100 Pres.twick Court College St-ati"on TX, USA 77845
Article 4 -Purpose
iiie--P-urpose-for Wtiic·ti· the-c-0n;·pa ;,y.·i·s or"tia.iiizecns· fo"rth"e fraiisii"ction ·0t ·any .. an<i a1Tfa"Wfuf busfries-s.tor W-t1TC1i-iimie"Ci--
.1ia bi1 ity companies may be organized under the Texas Business Organizations Code.
Supplemental Provisions / Information
jThe attached addendum, if any, is incorporated herein by reference.]
[The name and address of the organizer are set fort"h below.
µ.Davis Watson 2100 E. Villa Maria, Ste. 102, Bryan, TX 77802
Effectiveness of Filing
r;r;\:rtiis docl.i.meiit .. t>ecomes-effe.ctive :;;·i1-en-tt1e.ciocu.rTient. is.fiie<Tb"i"i"tie-secre-1a·;:y-0t-sia1e·.-···-···-·----·----······ -----··---·-·
OR
r s. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its
signing. The delayed effective date is:
.••• ···-···-··· •• -·-·· ••ff• -·-· -·----··--Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The
:undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or
~raudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of
law governing the entity to execute the filing instrument.
.. ·-~·---··--···---··--··--·-········· --·-··· ··-·-····--······-··-·--·--· .. ··---•·····-···---·-·-···-···---·--···-------·-·· --······· -·-······ -------··--···--··-· ···-·---···-····· ·---·····--·-····-J. Davis Watson
FILING OFFICE COPY
l ! i
CITY OF C OLL.EGE STATION
Home o/Texas A&M Univtrsiry•
MEMORANDUM
March 10, 2014 /
TO : Natalie Ruiz, IPS Group, via : natalie@ipsgroup.us
FROM: Morgan Hester, Staff Planner
SUBJECT: COLLEGE HILLS WOODLANDS LOTS 15R & 16R (FP-Minor Replat)
Staff reviewed the above-mentioned final plat as requested . The following page is a list of staff
review comments detailing items that need to be addressed. If all comments have been
addressed, your project will be placed on the next available Planning and Zoning Commission
meeting held in the City Hall Council Chambers, 1101 Texas Avenue on the Consent Agenda as
this item will receive Adm inistrative approval.
One (1) 24"x36" copy of the revised final plat;
One (1) 24"x36" grading and erosion control plan;
Parkland Dedication in the amount of $1 ,261 must be submitted prior to the filing
of the final plat;
One (1) Mylar original of the revised final plat (required after Staff approval); and
One (1) copy of the digital file of the final plat on diskette or e-mail to:
pdsdigitalsubmittal@cstx.gov.
Upon receipt of the required documents for the Planning & Zoning meeting , your project will be
considered formally filed with the City of College Station. Please note that this application will
expire in 90 days from the date of this memo, if the applicant has not provided written response
comments and revised documents to the Administrator that seek to address the staff review
comments contained herein.
Please note that a Mylar original of the revised final plat will be required after Staff approval and
prior to the filing of the plat. If you have any questions or need additional information, please call
me at 979.764.3570.
Attachments: Staff Review Comments /
PC : Ricardo & Shelly Gutierrez, via: shellygtz@yahoo.com V /
Kerry Surveying, Inc., via: louise .barker@suddenlinkmail.com V
P&DS Project No. 14-00900041
Planning & Development Sn· vices
P.O. BOX 9960 • 1101 TEXAS AVENUE · COLLEGE STAJ'ION ·TEXAS · 77842
TEI .. 979.764.3170 ·FAX. 979.764.3496
csb<.gov/devservices
STAFF REVIEW COMMENTS NO. 1
Project: College Hills Woodlands L 15R &16R (FP 14-00900041)
PLANNING
1. This plat meets the requirements set in UDO Section 3.4 'Plat Review' for a Minor Plat
because it is creating less than four lots and there is not an extension of infrastructure.
Please revise the application to reflect this change. Additionally, please revise the title block
to show that this is a Minor Plat. With your approval, you will be refunded $232 ($932 fee
for a Preliminary Plan -$700 fee for a Minor Plat) for the application fee .
2. Based on the above comment, please revise the title block to read that th is is the
Final Plat
of
Lots 15R and 16R
College Hills Woodlands
Being a Minor Replat
Of Lots 14, 15, and 16
College Hills Woodlands
3. Please create a darker line around the entire building plot in the Original Plat graphic and
lighter line weights within to distinguish the boundaries between the original lots.
4. Please remove the setbacks from the Original Plat.
5. Please show the 20' drainage easement (V9236/P157) on the original plat.
6. Please clarify the intention of the 39.5' building setback on the replat. Keep in mind that
building setbacks are not required to be noted on plats as they are based on the ordinance.
7. Please revise the Certificate of Ownership and Dedication and the Notary Public's certificate
to remove the '(s)' and determine between is/are and he/they.
8. Please revise the Planning & Zoning certificate to Certificate of Planning & Zoning
Commission.
9. Please note that any changes made to the plans that have not been requested by the City
of College Station must be explained in your next transmittal letter and "bubbled" on your
plans. Any additional changes on these plans that the City has not been made aware of will
constitute a completely new review.
10. Please note that you may be required to submit paid tax certificates if they are not current
prior to the filing of your plat.
11 . Please be aware that each lot will be required to provide a minimum of two (2) trees of at
least two inches (2") in caliper or one ( 1) tree of four inch ( 4") caliper per Ordinance No.
3222.
Reviewed by: Morgan Hester Date: March 3, 2014
ENGINEERING COMMENTS NO. 1
1. Add note to plat that prior to construction or fill on Lots 15R and 16R, a Development Permit
will be required to show compliance with City Drainage Ordinance.
2. Add additional callout to the floodplain line delineated on Lot 15.
3. Electric infrastructure shown "to be relocated" will have to be relocated ahead of plat being
approved. Otherwise, easements need to be dedicated on the existing. Contact Weldon
Davis (Electric Department 764-5027) for requirements.
4. FYI-service tap fees at Building Permit will include costs for boring since mains are located
on opposite side of the street.
Reviewed by: Carol Cotter Date: March 5, 2014
ELECTRICAL COMMENTS REQUIRING IMMEDIATE ATTENTION
1. SITE PLAN/PLAT: Developer will provide CSU with a digital, AutoCAD dwg format , version
of plat and I or site plan as soon as it is available. Email to: wdavis@cstx.gov
2. LOAD DATA: The developer will provide load data to CSU as soon as it is available. This
information is critical for CSU to accurately determine the size and number of transformers,
and other equipment, required to provide service to the project. Failure to provide load data
will result in construction delays and, due to clearance requirements, could affect the final
building footprint. Delivery time for transformers and other equipment not in stock is
approximate 26 weeks.
3. EASEMENTS: Developer provides temporary blanket easement for construction purposes
and upon completion of project must provide descriptive easements for electric infrastructure
as designed by CSU .
4. EASEMENTS: Developer provides descriptive easements for electric infrastructure as
designed by CSU, as shown on plat or site plan.
5. If easements are existing, the developer will be responsible for locating easements on site to
insure that electrical infrastructure is installed within easement boundaries.
6. The following easements will be required:
• 15' easement along the Ashburn Avenue frontage
GENERAL ELECTRICAL COMMENTS
1. Developer installs conduit per CSU specs and design .
2. CSU will provide drawings for electrical installation.
3. Developer provides 30' of rigid or IMC conduit for each riser conduit. CSU installs riser.
4. Developer will intercept existing conduit at designated transformers or other existing devices
and extend as required.
5. If conduit does not exist at designated transformer or other existing devices, developer will
furnish and install conduit as shown on CSU electrical layout.
6. Developer pours electric device pads or footings, i.e. transformers, pull boxes, or other
device, per CSU specs and design.
7. Developer installs pull boxes and secondary pedestals per CSU specs and design, Pull
boxes and secondary pedestals provided by CSU.
8. Final site plan must show all proposed electrical facilities necessary to provide electrical
service, i.e. transformers, pull boxes, or switchgears, all meter locations, and conduit routing
as designed by CSU .
9. To discuss any of the above electrical comments please contact Weldon Davis at
979.764.5027.
Reviewed by: Weldon Davis Date: February 26, 2014
C rTY OF C OLLEGE STATION
Home of Texas A&M University"
MEMORANDUM
February 26, 2014 /
TO: Natalie Ruiz, IPS Group, via: natalie@ipsgroup.usV
FROM: Morgan Hester, Staff Planner
SUBJECT: COLLEGE HILLS WOODLANDS LOTS 15R&16R (FP-REPLAT)
Thank you for the submittal of the required documents for your FINAL PLAT -RESIDENTIAL
application. Carol Cotter, Senior Assistant City Engineer, and I have been assigned to review
this project. It is anticipated that the review will be completed and any staff comments returned
to you on or before Wednesday, March 12, 2014. If you have questions in the meantime, please
feel free to contact us.
PC: Ricardo & Shelly Gutierrez, via: shellygtz@yahoo.com / /
Kerry Surveying, Inc., via: louise.barker@suddenlinkma1l.com V
P&DS Project No. 14-00900041
Planning & Development Services
P.O. HOX9%0 • l IOl TEXAS AVENUE · COLLE.GESTATION · TEXAS · 778·12
TEL 979.764.3570 ·FAX. 979.764.5496
CITY OF COLLEGE STATION
Home of Texas A&M University•
MEMORANDUM
February 21 , 2014 /
TO: Natalie Ruiz, IPS Group, via: natalie@ipsgroup.us ../--
FROM: Jason Schubert, AICP, Principal Planner
SUBJECT: COLLEGE HILLS WOODLANDS L 15R&16R (FP-REP
I reviewed the above-mentioned FINAL PLAT -RESIDENTIAL application and determined it to
be incomplete. The following is the preliminary list of items needed to complete the submittal.
Please submit the following information so this application can be forwarded for review:
The Nothing Further Certificate provided indicates a deed that the property is
owned by BGM Investments, LLC . Provide proof of authority documents for the
individual(s) authorized to sign on behalf of BGM Investments, LLC and the
name of the individual that has signed the application if they are authorized to
do SO.
Please be aware that if this application is not completed before Monday, April 7, 2014, it will
expire and a new application and fees will be necessary to continue the replatting process.
If you have any questions or need additional information, please call me at 979.764.3570
PC: Ricardo & Shelly Gutierrez, via: shellygtz@yahoo.com / /
Kerry Surveying, Inc., via: louise.barker@suddenlinkmail.com V
P&DS Project No. 14-00900041
Planning & D evelopment Sen lices
1'.0. BOX 9%0 • l lO l TEXAS AVENUE • COI LF.C;E STAllUN ·Tl XAS • 77H42
TEI... <)79.764.3570 ·FAX. 979.764 .. ~4%
From:
Sent:
To:
Cc:
Subject:
Carol,
Weldon Davis
Wednesday, April 02, 2014 3:11 PM
Carol Cotter
Samuel D. Weida; Gilbert Martinez; Eric Horton; 'Natalie Ruiz'
RE : FW: The line over
Let me address the last paragraph first, if you will indulge me.
Since most of the re-plats have been in the older neighborhoods, I have been acquiring ROW by the platting process in
anticipation of relocation of the existing overhead facilities along thoroughfares. This will cut down our outage times
and makes the system more reliable and easier to upgrade and troubleshoot.
Getting back to Natalie's quagmire. The utility did not install the line outside of a dedicated easement since it was not
one there. This line was built many years ago and the prescriptive easement document has ripened the easement into a
tangible easement.
State law gives a utility the easement of "similar and like" construction of the line built. Since this is a 7200v distribution
line, the standard 20' applies by operation of law.
CSU would be fine with the prescriptive easement. I do understand about your concern about the inspectors not
knowing the overhead line exists, unless they do a field check of the property. That being said, what if on the plat, we
have a note pointing to the overhead line with the language:
"CSU overhead electrical line, 20' prescriptive easement, 10' each side of existing overhead line."
This way, the additional concerns Natalie has are addressed, the building inspectors have notification of an overhead
line back there, without the dedication of a 20'PUE, and the utility can work with the la ndowners in the future for
possible relocation to the front of the property.
Sincerely,
WD
From: Carol Cotter
Sent: Wednesday, April 02, 2014 2:36 PM
To: Weldon Davis
Cc: Samuel D. Weida; Gilbert Martinez; Eric Horton
Subject: FW: FW: The line over
Hi Weldon,
Natalie does not want to dedicate the PUE that I feel like I made you require. So, I'm sending this one final email
on the issue. Natalie's arguments against the PUE dedication are below. I don't know that I necessarily have a
problem with not requiring a PUE since, as you said, there are prescriptive rights. However, my concern is with
future building permits. If the plat does not reflect a PUE, the residential plans examiner does not know a utility
exists and a structure could be built right up next to the lines. Home builders typically only submits layout of house
on lot, Terry Boriski then checks filed plat for easements or other restrictions. He does not look at existing utility
layouts. So, my question is, does electrical want an easement on the existing overhead? If so, does it need to be
20feet?
1
In a relC'~ed note, is there a project schedule for the relocation of electrical lines, not just in this area, but around
tovJll'f? I know we have been requiring PUE dedications along ROW with several recent replats in the older
neighborhoods in advance of the electric lines being moved from rear to front of properties. Are there areas of
town that will be concentrated on first?
Thanks,
Carol
From: Natalie Ruiz [mailto:natalie@ipsgroup.us]
Sent: Wednesday, April 02, 2014 11:54 AM
To: Carol Cotter
Cc: Morgan Hester
Subject: Re: FW: The line over
Hey Carol! I don't mean to be a total pain but I don't believe my client should have to dedicate another 20' of
easement cutting through the back yard of the property. Here's my argument:
• The City has prescriptive rights over the existing line now. If something major happens then the city
should have to put the line in the 20' easement at the rear of the property OR in the 15' easement we
dedicated along Ashburn. The City decided to install a line outside of an easement that cuts through the
rear of our lot.
• Dedicating a 20' PUE over the existing line cuts off a considerable portion of our buildable area. The
floodplain line on lot 16 runs parallel to Francis Drive. Dedicating another easement will cut off the
back 70' of so of buildable area further limiting the property.
• We have covered the perimeter oflot 16R with easements to ensure future electrical service. We're not
asking for the City to remove the line off our property, just simply let it be the way it has existed for 50+
years until the line is relocated.
• Once we dedicate an easement, all franchise utilities can use it which makes it that much more difficult
to abandon in the future.
Ultimately, I believe we will demolish the existing home on lot 16R. My client wants to make sure they have as
many options as possible with the future layout. We request that you file the mylar we submitted as is.
Thanks Caro 1 !
Natalie
On Thu, Mar 27, 2014 at 5:12 PM, Carol Cotter <ccotter@cstx.gov> wrote:
Hi Natalie,
The existing primary line that transects the rear of the lots needs to be covered by 20' PUE. See Weldon's email
below. Please let me know if you have any questions.
Thanks,
Carol
2
From: Weldon Davis
Sent: Thursday, March 27, 2014 1:31 PM
To: Carol Cotter
Cc: 'Natalie Ruiz'
Subject: The line over
On College Hills to be relocated along the frontage of Ashburn Drive has been pushed back from this year to
(your guess is as good as mine right now).
Get the 10' each side of the existing power line for a total of20' based on this new development with the
relocation.
WD
City of College Station
Home of Texas A&M University ®
3
Carol Cotter
From:
Sent:
To:
Subject:
Hi Weldon,
Carol Cotter
Thursday, March 27, 2014 12:43 PM
Weldon Davis
College Hills Woodlands Lots 15R and 16R
As documentation for the file can you please send me an email indicating that Electrical Department is okay with
the prescriptive rights on the electric lines crossing this property and that a full Public Utility Easement is not
needed.
Since this is atypical for existing infrastructure and the Applicant's response to comments was not clear with
respect to her conversation with you, I am wanting to make sure this does not become a precedent.
Thanks,
Carol
1
Carol Cotter
To:
Cc:
Subject:
Hi Natalie,
Natalie Ruiz
Morgan Hester
FW: The line over
The existing primary line that transects the rear of the lots needs to be covered by 20' PUE. See Weldon's email
below. Please let me know if you have any questions.
Thanks,
Carol
From: Weldon Davis
Sent: Thursday, March 27, 2014 1:31 PM
To: Carol Cotter
Cc: 'Natalie Ruiz'
Subject: The line over
-" ------------
On College Hills to be relocated along the frontage of Ashburn Drive has been pushed back from this year to (your guess
is as good as mine right now).
Get the 10' each side of the existing power line for a total of 20' based on this new development with the relocation.
WD
1
Carol Cotter
From:
Sent:
To:
Cc:
Subject:
Weldon Davis
Thursday, March 27, 2014 1 :31 PM
Carol Cotter
'Natalie Ruiz'
The line over
On College Hills to be relocated along the frontage of Ashburn Drive has been pushed back from this year to (your guess
is as good as mine right now).
Get the 10' each side of the existing power line for a total of 20' based on this new development with the relocation.
WD
1
City of College Station
Administrative Approval for Required Parkland Dedications of Less than Five Acres
1. Applicant Name: ___________ _,_N"'""a""'"ta=l"""'ie'"""R'-'-=u=iz"--. '"'"IP_,S=--=G-'"-ro""'u"'p'-----------------
Address: ____________ 5'-1_1_U~n~iv~e_,rs-'it~y_D_r_iv~e_E_a-'s~t.~S~u'-i~te_2_0'-4 _____________ _
Phone: ____ ---'9~7-'9-'.8'"""4--'6-'.9~2~5~9 _____ _ E-Mail: ______ -'-n-'a=ta=l_,ie~@~i=p~s...._gr_,o~u-=p~.u-'s _____ _
2. Development Name: ____ C_o_lle_g~e_H_ill_s_W_o_o_d_la_n_d_s~,_L_o_ts_14_R_&_1_5_R __ _ Project #: ___ 1_4_-4_1 __ _
DevelopmentLocation: ____________ 1_1_0_0_A_s_h_b_u_m_A_ve_n_u_e ____________ _
3. Dwelling Units: _1_ Single Family
_1_ Single Family
___ Multi-family Units, located in Neighborhood Park Zone """"'2=----
Multi-family Units, located in Community Park Zone c
4. Development Fees and Dedication Requirements:
a. Land Dedication or Fee in Lieu of Land (Choose One):
Neighborhood Community
Single Family: One (1) acre per 117 DU's ____ ac One (1) acre per 128 DU's ___ ac = ______ ac
Multi-family: One (1) acre per 117 DU 's ac One (1) acre per 128 DU's ___ ac = ______ ac
Fee Paid in Lieu of Land Dedication
Neighborhood
Single Family: @ $274.00 per DU $ -~2~7-'-4 __
Multi-family: @ $274.00 per DU $ ____ _
b. Development Fee:
Neighborhood
Single Family @ $362.00 per DU $ 362
Multi-family @ $362.00 per DU $ ___ _
5. Comments:
TOTAL = ______ Acres
-OR-
Community
@ $250.00 per DU $_---'2=5~0'----= $ ___ 5=2~4 __
@ $250.00 per DU $ ____ _ = $ ____ _
TOTAL (Neighborhood and Community) = $ 524
Community
Single Family@ $375.00 per DU $ -=3'"'-7=5 __
Multi-family@ $750.00 per DU $ __ _
TOTAL (Neighborhood and Community)
Total
= $ 737
=$ __ _
= $ 737
-------------------------------------
The City of College Station agrees to accept:
GRAND TOTAL (Neighborhood and Community) 1 Units x $1,261 = $ 1 261 _____ ......._. ............ _____ _
Land Dedication ---------
Name Date